Basel Medical Group Ltd 20-F/A for FY2025
Basel Medical Group Ltd (BMGL)
About this 20-F/A
Basel Medical Group Ltd filed this 20-F/A on March 13, 2026, covering the fiscal year ended June 30, 2025 (FY2025).
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM
OR
For
the fiscal year ended
OR
For the transition period from _______ to _______
OR
Date of event requiring this shell company report
Commission
file number:
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
British
Virgin Islands
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered, pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
| The
|
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of business covered by the annual report: ordinary shares as of June 30, 2025.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ |
Accelerated filer ☐ |
|
Emerging
growth company |
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards †
provided pursuant to Section 13(a) of the Exchange Act.
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☐ | the International Accounting Standards Board ☒ |
Other ☐ |
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
EXPLANATORY NOTE
As required by Rule 12b-15 of the Securities and Exchange Act of 1934, as amended, the Company is filing or furnishing the certifications required under Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 as exhibits to this Amendment, and is also refiling its exhibit 8.1 to amend and restate its list of subsidiaries as of March 13, 2026.
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TABLE OF CONTENTS
| ii |
CONVENTIONS AND FREQUENTLY USED TERMS
In this annual report, unless the context otherwise requires, the “Company,” “Basel Medical” and references to “we,” “us,” or similar references should be understood to be references to Basel Medical Group Ltd, a BVI business company incorporated in the BVI and its subsidiaries.
Certain amounts and percentages that appear in this annual report may not sum due to rounding.
Unless otherwise stated or unless the context otherwise requires, in this annual report:
Companies and Personnel within our Group
“Basel Medical” refers to Basel Medical Group Ltd, a BVI business company incorporated in the BVI;
“FY” refers to financial year, and “FY2023”, “FY2024” and “FY2025” refer to the financial years ended June 30, 2023, 2024 and 2025 respectively;
“Rainforest Capital VCC” refers to Rainforest Capital VCC, a variable capital company incorporated in Singapore;
“Basel Medical Singapore” or “Singmed Specialists” refers to Singmed Specialists Pte. Ltd., a company incorporated in Singapore, which changed its corporate name to Basel Medical Group Pte. Ltd. in October 2024;
“SKC” refers to Singapore Knee, Sports and Orthopaedic Clinic Pte. Ltd., a company incorporated in Singapore;
“SKS” refers to Singapore Knee, Sports and Orthopaedic Services Pte. Ltd., a company incorporated in Singapore;
“SSO Clinic” refers to Singapore Sports & Orthopaedic Clinic Pte. Ltd., a company incorporated in Singapore;
“SSO Services” refers to Singapore Sports & Orthopaedic Services Pte. Ltd., a company incorporated in Singapore;
“SSOC” refers to SSOC Pte. Ltd., a company incorporated in Singapore;
“SSOS” refers to SSOS Pte. Ltd., a company incorporated in Singapore;
“SSPC” refers to Singapore Sports and Physiotherapy Centre Pte. Ltd., a company incorporated in Singapore;
Technical Terms
“CT” refers to computed tomography;
“endoscope” refers to an illuminated optical, typically slender and tubular instrument used to look deep into the body and used in procedures called an endoscopy;
“MediSave” refers to Singapore’s national medical savings scheme;
“MOH” refers to the Ministry of Health of Singapore;
“MRI” refers to magnetic resonance imaging;
“orthopedic” refers to a branch of medicine that focuses on the diagnosis, correction, prevention, and treatment of patients with disorders of the musculoskeletal system comprising the bones, joints, muscles, ligaments, tendons, nerves and skin;
“SMC” refers to Singapore Medical Council;
General conventions
“BVI” refers to the British Virgin Islands;
“BVI Act” refers to the BVI Business Companies Act (As Revised) as the same may be amended from time to time;
“IFRS” refers to the International Financial Reporting Standards;
“Ordinary Shares” or “Shares” refer to Basel Medical’s ordinary shares;
“post-offering amended and restated memorandum and articles of association” refers to our memorandum and articles of association to be in effect upon completion of our initial public offering;
“S$” or Singapore dollars refers to the legal currency of Singapore;
“SEC” refers to the Securities and Exchange Commission; and
“US$,” “$” and “U.S. dollars” refer to the legal currency of the United States.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This annual report includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results of operations or financial condition and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believe,” “estimate,” “anticipate,” “expect,” “seek,” “project,” “intend,” “plan,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this annual report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies, future market conditions or economic performance and developments in the capital markets, expected future financial performance, the markets in which we operate, and the macroeconomic, political and regulatory environment. Such forward-looking statements are based on currently available information and management’s current expectations, beliefs and forecasts concerning future events impacting us. Factors that may impact such forward-looking statements include:
| ● | The expected growth of demand for orthopedic treatment; | |
| ● | Our expectations regarding the size and growth rate of our patients and customer base; | |
| ● | The regulatory environment and changes in laws, regulations or policies in the jurisdictions in which we operate; | |
| ● | Our ability to successfully compete in highly competitive industries and markets; | |
| ● | Breaches of laws or regulations in the operation and management of our current and future businesses and assets; | |
| ● | The overall economic environment and general market and economic conditions in the jurisdictions in which we operate and the global economic condition; | |
| ● | Our ability to execute our strategies, manage growth and maintain our corporate culture as we grow; | |
| ● | Our anticipated investments in new products and offerings, and the effect of these investments on our results of operations; | |
| ● | Changes in the need for capital and the availability of financing and capital to fund these needs; | |
| ● | Anticipated technology trends and developments and our ability to address those trends and developments with our services and offerings; | |
| ● | Changes in interest rates or rates of inflation; | |
| ● | Exchange rate fluctuations; | |
| ● | Man-made or natural disasters, including war, acts of international or domestic terrorism, civil disturbances, occurrences of catastrophic events and acts of God such as floods, earthquakes, wildfires, typhoons and health epidemics, pandemics or disease outbreaks that may directly or indirectly affect our business or assets; | |
| ● | The loss of key personnel and the inability to replace such personnel on a timely basis or on acceptable terms; | |
| ● | Legal, regulatory and other proceedings; | |
| ● | Our ability to maintain the listing of our securities on NASDAQ; and | |
| ● | The results of any future financing efforts. |
The forward-looking statements contained in this annual report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under “Item 3. Key Information—D. Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. In light of these risks and uncertainties, you should keep in mind that any event described in a forward-looking statement made in this annual report or elsewhere might not occur.
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PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
A. [Reserved]
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
Summary of Risk Factors
An investment in our Ordinary Shares involves significant risks. Below is a summary of material risks we face, organized under relevant headings. These risks are discussed more fully after this summary. You should carefully consider the risks below and after this summary before making an investment decision. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition, results of operations or prospects could be materially and adversely affected by any of these risks.
Risks Related to Our Business
| ● | We are dependent on our key medical practitioners. | |
| ● | We occasionally depend on external medical practitioners and vendors, and at times, we may enlist locum doctors to support our operations. | |
| ● | We experience competition from other similar healthcare service providers in private and government-owned hospitals, medical centers and clinics. | |
| ● | Our business relies to some extent on the recognition of our brand names and trademarks, as well as the reputation of our specialist doctors. | |
| ● | We are dependent on the continuing operations of the private hospital and medical center where we conduct our business. | |
| ● | We depend on a number of key relationships with corporations for patient volume. | |
| ● | Increase in operating costs, namely lease rental rates and risk of relocation, may cause disruption to our business operations. | |
| ● | We are exposed to the credit risks of customers. | |
| ● | Our control over suppliers and the quality of the products they provide is limited. If these products are not manufactured in accordance with the relevant quality standards, it could have a significant adverse impact on our business and reputation. |
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| ● | We may be affected by technological disruptions in the healthcare sector. | |
| ● | Technological advancements, failures, and other challenges associated with our medical equipment and information technology systems have the potential to negatively impact our business. | |
| ● | We face potential risks associated with cybersecurity and the handling of personal information and medical data. | |
| ● | The failure to safeguard our intellectual property rights or any infringement of third-party rights could have detrimental effects on our business. | |
| ● | Any failure to comply with the restrictions in our bank loans could result in an event of default that could materially adversely affect our business, financial condition, and results of operations. | |
| ● | A significant product liability lawsuit may affect our financial performance and reputation. |
Risks Related to the Medical Healthcare Industry
| ● | Private healthcare services may decline due to a number of factors affecting the Company’s revenue. | |
| ● | We may be affected by the spread or outbreak of any contagious or virulent diseases. | |
| ● | Our business is subject to risks related to medical and legal claims, regulatory actions, and professional liability arising from our clinical and specialist services. | |
| ● | We may not have adequate insurance coverage in place despite having mandatory professional malpractice insurance. | |
| ● | We must comply with regulations and licensing conditions governing the healthcare sector, and compliance may involve significant costs. There is a risk that we may not retain, renew, or obtain the necessary licenses and permits for our business operations. | |
| ● | The regulation of healthcare fees and the potential rise in the number of medical practitioners could have adverse effects on our business. | |
| ● | Challenges faced by the healthcare industry may also have an effect on the Company. | |
| ● | We are subject to political, economic and social developments as well as the laws, regulations and licensing requirements in Singapore. |
Risks Related to Ownership of Our Shares
| ● | We incur additional costs as a result of becoming a public company, which could negatively impact our net income and liquidity. | |
| ● | The obligation to disclose information publicly may put us at a disadvantage to competitors that are private companies. |
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| ● | We are a “foreign private issuer” within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies and subject to reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. issuer. As a result, we may not provide you the same information as U.S. domestic public companies or we may provide information at different times, which may make it more difficult for you to evaluate our performance and prospects. | |
| ● | We are a “controlled company” under the Nasdaq corporate governance rules and, as a result, will be eligible to rely on exemptions from certain corporate governance requirements that provide protection to shareholders of companies that are not controlled companies. | |
| ● | We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our ordinary shares less attractive to investors. | |
| ● | The market price of our ordinary shares may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price. | |
| ● | Any resale of our ordinary shares in the public market may cause the market price of our ordinary shares to decline. | |
| ● | Future issuances or sales, or perceived issuances or sales, of substantial amounts of ordinary shares in the public market could materially and adversely affect the prevailing market price of the ordinary shares and our ability to raise capital in the future. | |
| ● | Future financing may cause a dilution in your shareholding or place restrictions on our operations. | |
| ● | Our controlling shareholder holds control over our Group and this may limit your ability to influence the outcome of decisions requiring the approval of shareholders. | |
| ● | There may not be an active, liquid trading market for our ordinary shares. | |
| ● | Our internal controls over financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation. | |
| ● | We are a BVI company and, because judicial precedent regarding the rights of members is more limited under BVI law than that under U.S. law, you may have less protection for your member rights than you would under U.S. law. | |
| ● | Because we do not expect to pay dividends in the near future after our initial public offering, you must rely on price appreciation of the ordinary shares for return on your investment. |
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| ● | We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance. | |
| ● | You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in the British Virgin Islands or Singapore based on U.S. or other foreign laws against us, our management or the experts named in this report. | |
| ● | The price of our ordinary shares could be subject to rapid and substantial volatility. Such volatility, including any stock run-ups, may be due to factors unrelated to our actual or forecasted operating performance and financial condition or prospects, making it difficult for prospective investors to assess the underlying value of our ordinary shares. | |
| ● | We and certain of our current and directors or officers may be subject to securities litigation, which is expensive and could divert management attention. | |
| ● | If securities or industry analysts do not publish research reports about us or our business, or if such analysts issue adverse recommendations regarding our ordinary shares, the market price for our ordinary shares or trading volume could decline. | |
| ● | If we cannot satisfy, or continue to satisfy, the listing requirements and other rules of the Nasdaq Capital Market, our ordinary shares may be delisted, which could negatively impact the price of our securities and your ability to sell them. | |
| ● | Anti-takeover provisions in our post-offering amended and restated memorandum and articles of association may discourage, delay, or prevent a change in control. | |
| ● | You may be unable to present proposals before annual general meetings or extraordinary general meetings not called by shareholders. |
Risks Related to our Business
We are dependent on our key medical practitioners.
Our Group’s specialist orthopedic, trauma, sports medicine and neurosurgical business, health screening and general practice is spearheaded by our key medical practitioners who are all medical professionals with extensive experience in their respective subspecialties. They each play an instrumental role in our Group. If our Group should lose any of their services, it is expected that our Group’s specialist orthopedic, trauma, sports medicine, neurosurgical, health screening and general practice services business would be adversely affected. There is no assurance that our medical practitioners will continue or renew their employment with us. Competition for medical practitioners may require us to enhance our various remuneration packages in order to remain competitive in recruiting or retaining our employees, which may significantly increase our employee benefits expense. The loss of the services of any of our key medical practitioners without suitable and timely replacements or an inability to attract and recruit qualified medical specialists may have a material adverse effect on our Group’s business, financial position, results of operations and prospects. In addition, certain of the licenses upon which we rely are issued to certain of our medical practitioners, and if we were to lose the employment of such persons, we may face temporary disruptions to the operation of our business while we reapply for such licenses in the name of other of our medical practitioners, which may have a detrimental effect on our Group’s business, financial position and results of operations.
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Our continued expansion may also be hampered if we are unable to employ sufficiently skilled and qualified medical practitioners to support our operations. It is crucial for our Group to recruit and retain sufficiently skilled and qualified medical practitioners to join us as we rely on their professional judgement in providing consistent and standardized experience and services to our patients. In the event of any erroneous clinical decision and any misjudgment or action on the part of our medical practitioners, we may need to divert a significant amount of resources and incur extra expenses to handle such incidents. In addition, if our reputation or brand image is damaged and/or our medical practitioners are required to suspend his/her medical practice as a result of such medical incidents, it could materially and adversely affect our business and financial conditions, operating results and business prospects.
We occasionally depend on external medical practitioners and vendors, and at times, we may enlist locum doctors to support our operations.
We occasionally depend on external medical practitioners, and at times, we may enlist locum doctors to support our operations. If our key medical specialists were to leave our Group, we may require substantial time to find replacements and we may have to rely on external medical practitioners for extended periods of time. We also rely on external vendors and service providers who second radiologists to us for our patients. Although we typically engage experienced locum doctors or external service providers with whom we are familiar, there is no guarantee that the quality of service they provide will surpass or match the level offered by our regular medical practitioners. In addition, certain of the licenses upon which we rely are issued to external professionals, and if we were to end our business relationship with such persons, we may face temporary disruptions to the operation of our business while we engage the services of other service providers, which may have a detrimental effect on our Group’s business, financial position and results of operations.
While there has not been any prior material instance of poor service quality from locum doctors or external service providers causing a material adverse impact on our Group, if our clinics need to be managed by locum doctors or external service providers for extended or frequent periods, this could negatively affect our Group’s business, results of operations, financial condition, and prospects.
We experience competition from other similar healthcare service providers in private and government-owned hospitals, medical centers and clinics.
We experience competition from other similar healthcare service providers in private and government-owned hospitals, medical centers and clinics.
The healthcare business is highly competitive, and competition among healthcare providers for patients has intensified in recent years. Other healthcare providers in the areas we operate may provide services similar to those offered by us. This may have an impact on our competitive position and patient volumes. If any of our clinics do not deliver quality medical services or medical services superior to that of other healthcare providers or if our standard charges are higher than our competitors, our patient volumes could decline.
We compete with other government-owned hospitals, private hospitals, medical centers and clinics. We will also have to compete with any future healthcare business operators. Moreover, some of these competitors may have longer operating histories, be more established and have greater financial, personnel and other resources than us. Competitors may price their services lower than ours and exert pricing pressures on us. Some of our competitors may also have plans to expand their facilities, which may exert further pricing and recruitment pressure on us. Increased competition may result in lower profit margins and a loss of market share. In particular, our competitors include medical facilities owned or managed by government agencies and trusts, which may have access to wider financing options or may be in a better commercial position to negotiate for the purchase of inventory on more favorable terms than private healthcare providers owned and managed by for-profit interests, such as ourselves. New or existing competitors may price their services at a significant discount to ours or offer greater convenience or better services or amenities than what we provide. Smaller hospitals and other medical facilities may exert pricing pressures on some or all of our services and also compete with us for doctors and other medical professionals.
Our success depends on our ability to compete effectively against our competitors. If we are forced to reduce the price of our services or are unable to attract patients to our Group, our business, financial position, results of operations and prospects may be materially and adversely affected.
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Our business relies to some extent on the recognition of our brand names and trademarks, as well as the reputation of our specialist doctors.
In our business operations, specific brand names, reputation and trademarks play a crucial role. Failure to adequately protect and enhance our brand identities, inability to successfully register trademarks, or insufficient supervision of third-party medical services or facility providers using our brands may lead to a deterioration in market recognition. Unauthorized or improper use of our name, logo, and brand names by external parties may result in brand dilution or reputation damage. Claims and legal actions initiated by our patients or customers can also negatively impact our brand image, potentially hindering the optimal operation of our clinical and specialist services. Consequently, our business, financial condition, results of operations, and prospects may be materially and adversely affected. Given the scale of our operations, which currently only cover Singapore, we have currently registered one trademark in Singapore, but we may create and register other trademarks in the future.
Moreover, given the nature of our clinical and specialist services business, the reputation of our Group and its subsidiaries is inherently tied to the reputation of our specialist doctors. Any negative publicity against our specialist doctors may tarnish their standing in the medical industry, potentially causing a decline in the number of patients visiting our clinics and adversely affecting our business.
We are dependent on the continuing operations of the private hospital and medical center where we conduct our business.
Certain of our clinics are located in private hospitals, medical centers, offices and malls in Singapore. We do not have any lease or other direct agreements with Gleneagles Medical Centre, but our lease agreements are entered into with certain landlords who own property units within Gleneagles Medical Centre. Nonetheless, we utilize the facilities of Gleneagles Medical Centre, such as X-Ray facilities or operating suites, as and when the need arises. For instance, if we utilize the surgical theater of the medical center, the fees for the use of such facility will be billed to the patient directly. If there are any disruptions in the operations of such hospital or medical center, for instance, due to a major fire, a change in public reputation of this hospital or medical center or an outbreak of certain diseases resulting in closure of the hospitals or medical centers for quarantine purposes, our business may be adversely affected owing to our dependence on the facilities in such private hospital and medical center. Additionally, our business in these clinics may also decrease due to a reduction in our patient base. We frequently utilize Gleneagles’ facilities due to their proximity to our clinics, but we are free to utilize other hospitals and medical centers in Singapore, and hence we believe that our relationship with Gleneagles is unlikely to constitute a material risk to our business operations.
We depend on a number of key relationships with corporations for patient volume.
We are dependent on a number of key relationships with corporations with whom we have entered into arrangements for a significant portion of our patient volume. We anticipate that a number of our key relationships with these corporations will continue to account for a significant portion of our patient volume for the foreseeable future. Our dependence on such corporations increases their bargaining power and the need for us to maintain good relationships with them. The loss of one or more of these key relationships, or reduced demand for our managed healthcare solutions from any of our key relationships could have a material adverse effect on our patient volume and accordingly, our business, results of operations, financial condition, cash flows and prospects. There is no guarantee that we will be able to retain our key relationships with all of these corporations or be able to derive a consistent volume of patients from such companies. There is also no assurance that our arrangements with these corporations will not be terminated or be renewed on terms no less favorable to us, or at all.
Increase in operating costs, namely lease rental rates and risk of relocation, may cause disruption to our business operations.
We lease the premises of our existing clinics. Our present lease terms for most of our clinics are for a period of three years or less. Upon the expiry of the leased tenure, the landlords have the right to review and revise the terms and conditions of the lease agreements. We face the possibility of an increase in rent by the landlords or not being able to renew the leases on terms and conditions favorable to us. Any increase in rent would inevitably increase our operating costs, thereby affecting our profits. We will also incur additional costs if we have to relocate our clinics.
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We are exposed to the credit risks of customers.
We are exposed to the credit risks associated with our customers, especially our corporate clients which tend to incur larger transaction volumes compared to our individual patients. While past experiences have not seen significant delays in payment adversely affecting our Group’s financials and operations, there is no guarantee that we will consistently collect our trade receivables in full or within a reasonable timeframe, if at all.
In the event of any failure to collect trade receivables fully or promptly, we may need to allocate full or partial allowances for impairment or write off bad debts, potentially causing a material and adverse impact on our Group’s business, financial condition, results of operations, and prospects.
Nevertheless, up to the latest practicable date prior to the date of this annual report, we are not aware of any existing conditions likely to result in a significant impairment or write-off of trade receivables.
Our control over suppliers and the quality of the products they provide is limited. If these products are not manufactured in accordance with the relevant quality standards, it could have a significant adverse impact on our business and reputation.
A substantial portion of the devices, equipment, and medication used in delivering our services is procured from external suppliers. We lack oversight over the operations of these third-party suppliers and the quality of the products they furnish to us. The assurance that these products will be free from defects and comply with the necessary quality standards cannot be guaranteed. Failure to identify quality defects in the supplied products may lead to various repercussions such as injuries, fatalities, product recalls or withdrawals, license revocation, fines, or other complications that could materially and adversely affect our business, financial results, condition, and prospects.
We may be affected by technological disruptions in the healthcare sector.
The advancement of disruptive technology (which has resulted in, among others, the proliferation of telemedicine and e-prescription platforms) has led to alternative means for patients to access medical services and medicine. The popularity of such technological creations has also been driven by factors such as increasing healthcare costs and government initiatives. Telemedicine offers greater convenience and improved accessibility to medical support and medication through digital self-help options. Telemedicine and other disruptive technologies could reduce demand and patient visits to our clinics and may also lead to competitive pricing pressures on our services, which could reduce our profit margins and result in a material adverse effect on our business, results of operations, financial condition and prospects. Further, we may be unable to respond on a timely basis to the changing needs of the corporations and insurance companies with whom we have entered into arrangements, and the new technologies we adopt may prove to be ineffective. Our failure to develop and introduce or enhance services able to compete with such new technologies in a timely manner could have a material adverse effect on our business, results of operations, financial conditions and prospects. The convenience and cost efficiency afforded by such technological creations, coupled with the factors propelling them, could negatively impact and materially and adversely affect our business, results of operations, financial condition and prospects.
Technological advancements, failures, and other challenges associated with our medical equipment and information technology systems have the potential to negatively impact our business.
Our services heavily rely to some extent on medical equipment, such as X-ray machines. The rental, replacement, upgrading, or maintenance of such equipment can incur substantial costs for our organization. Consequently, any damage or breakdown of this equipment could impair our ability to deliver essential services to our patients. Falling behind in technological advancements may lead our patients to seek services from other clinics with more advanced equipment, diminishing our competitive edge and potentially having a significant adverse effect on our business, financial position, results of operations, and prospects.
Our information technology systems play a crucial role in our business, internal control, and management systems. They assist in managing clinical systems, medical records, and inventory. Technical failures in our information technology systems, stemming from issues like power failures, computer viruses, or unauthorized tampering, may disrupt our ability to provide services to patients. Failure to upgrade our information technology systems as necessary could impede our ability to adequately manage clinical systems, medical records, and inventory.
Additionally, the theft or misuse of personal information stored in our system could expose us to liability. In Singapore, regulations governing private hospitals and medical clinics mandate licensees to maintain accurate, complete, and up-to-date medical records. Licensees must implement necessary processes and safeguards, whether administrative, technical, or physical, to protect medical records against loss, modification, destruction, or unauthorized access. Violation of these regulations could result in fines or imprisonment upon conviction.
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We face potential risks associated with cybersecurity and the handling of personal information and medical data.
Singapore and other applicable laws and regulations mandate medical establishments to safeguard customer privacy, prohibiting the unauthorized disclosure of personal information and patient medical records in our clinical and specialist services segment.
Regulations in our operating jurisdiction may require licensees of medical establishments to maintain accurate and secure medical records, imposing obligations to implement processes ensuring accuracy, completeness, and up-to-date records. The rising concerns about data privacy globally, with the enactment of laws and regulations, add an additional layer of responsibility. In Singapore, the Personal Data Protection Act (PDPA) imposes obligations on our Group regarding the collection, use, or disclosure of personal data. Additionally, under applicable regulations, we are required to ensure the accuracy, completeness, and security of patient medical records. However, despite our efforts to protect customer data privacy, the implemented controls may not be foolproof in preventing unauthorized disclosure.
For the financial years ended June 30, 2024, and 2025, and for the period from July 1, 2025 up to the latest practicable date prior to this report, we have not encountered any breaches, human errors, or similar events that have created an adverse cybersecurity event. In order to mitigate the risks of such events, we utilize physical servers and cybersecurity software, and we may implement more robust cybersecurity measures in the future, such as intrusion detection systems to detect and respond to potential security breaches in real-time and to encrypt sensitive patient information in our system.
A significant failure in security measures could erode customer and patient confidence, potentially leading to misuse of information, litigious actions, and regulatory fines. Our current practices involve the maintenance of both digital and paper medical records, exposing us to liability from accidental or unlawful loss, unauthorized access, modification, disclosure, copying, hacking (in the case of digital records), theft, or misuse of personal and medical information. Any such incidents could result in breaches of data privacy laws and regulations, potentially leading to fines or imprisonment.
We work with third party service providers from time to time for the provision of our services. Any theft or misuse of personal and medical information stored on our third-party service providers’ system, may result in us being in breach of applicable data privacy laws and regulations, which may materially and adversely affect our business, financial condition, results of operations and prospects.
Compliance with evolving data protection, privacy, and security laws may increase operating costs and necessitate adjustments to our business model, impacting our business, financial condition, results of operations, and prospects. Failure in security mechanisms could prompt regulatory measures, leading to significant additional resources being used to modify protective measures or address vulnerabilities, with potential adverse effects on our business.
In addition, failure to make reasonable assessments of the risks related to handling personal information and medical data may lead to enforcement actions by competent authorities, resulting in financial penalties, reputational damage, and material adverse effects on our business, financial condition, results of operations, and prospects.
The failure to safeguard our intellectual property rights or any infringement of third-party rights could have detrimental effects on our business.
We regard our brands and intellectual property as among our most valuable assets, which includes our registered trademark and web domains. There is a risk that third parties may adopt trade service names resembling our registered trademark, potentially creating confusion for customers and patients or obstacles to new market entry. In addition, third parties might register trademarks identical or similar to ours in Singapore or overseas. In case of trademark infringement, challenges to our trademark applications, or unsuccessful enforcement of our intellectual property rights in legal proceedings, our business, financial condition, and operational results may be significantly and adversely affected.
While we strive to comply with others’ intellectual property rights, there may be certainty regarding potential infringements. This uncertainty may require us to make adjustments to our service offerings and marketing strategy. Furthermore, we may face claims from third parties asserting infringement, leading to costly litigation, diversion of management attention and resources, incurrence of liabilities, and the need for expensive royalty or licensing agreements, or even discontinuation of certain branding. Any of these outcomes could negatively impact our business, financial condition, operational results, cash flows, and future prospects.
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Any failure to comply with the restrictions in our bank loans could result in an event of default that could materially adversely affect our business, financial condition, and results of operations.
Our Group has entered into certain loan agreements with certain banks to fund our working capital requirements. We have in the past defaulted on certain terms stipulated under such loan agreements. If there were further events of default under such loans in the future, the lender under such loans could cause all amounts outstanding with respect to that debt to be due and payable immediately. Our assets or cash flow may not be sufficient to fully repay borrowing under such loans if accelerated upon an event of default. Furthermore, if we are unable to repay, refinance, or restructure such loans, the lenders under such loans may commence legal proceedings against us to enforce the terms of such loans, which could force us into bankruptcy or liquidation. As a result, any default by us on our debt could have a materially adverse effect on our business, financial condition, and results of operations.
A significant product liability lawsuit may affect our financial performance and reputation.
In the event that the products that we prescribe for our patients, such as orthopedic devices, fail to perform as expected and such failure results in, or is alleged to result in, bodily injury and/or property damage or other losses, we may be subject to product liability lawsuits and other claims. Such customers may seek contribution or indemnification from our Group for all or a portion of the costs associated with product liability and warranty claims, recalls or other corrective actions involving such products. These types of claims could significantly harm our profitability, or may even harm our reputation amongst our target demographics, which could detrimentally affect our future prospects.
Risks Related to the Medical Healthcare Industry
Private healthcare services may decline due to a number of factors affecting the Company’s revenue.
A slowdown in the Singapore economy in which we operate or regionally may lead to a decrease in demand for private healthcare services as spending power decreases and more patients may opt for subsidized public healthcare services instead or opt for treatment from other private healthcare providers that are more price competitive. Our revenue would be adversely affected if individual patients, corporate clients and government clients are more cautious about their medical expenses and less keen to pay for private healthcare services. A decrease in the demand for our private orthopedic and physiotherapy services, from individual patients, corporate clients and government clients, will have a material adverse effect on the Company’s business, financial condition, results of operations and prospects.
We may be affected by the spread or outbreak of any contagious or virulent diseases.
Our clinics may be affected by outbreaks of infectious diseases. An outbreak of COVID-19 or resurgence of the outbreak of Severe Acute Respiratory Syndrome (SARS), Middle East, Respiratory Syndrome (MERS) or any other contagious or virulent diseases like influenza (H5N1 and H7N9) or bird flu in the region could have a material adverse impact on our operations. In the event such outbreaks occur at any of our clinics, greater infection control measures will have to be implemented with the possibility of a temporary closure of the affected facility and quarantine of all affected medical practitioners. There is no assurance that the outbreak of COVID-19 and the impact thereof will not continue. If such an outbreak is not effectively controlled, we may be required to take necessary additional measures to minimize its potential impacts on our business and operations.
Potential patients from overseas may also decide to seek medical treatment from clinics in other countries. In addition, occurrences of epidemics and pandemics could also result in negative public opinion of medical institutions, which could have a material adverse effect on the business, financial condition, results of operations and prospects of our Group.
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Our business is subject to risks related to medical and legal claims, regulatory actions, and professional liability arising from our clinical and specialist services and our operations.
The inherent nature of providing clinical and specialist services exposes our Group to various liabilities. Our business activities, service performance, and the actions of our employees could result in complaints, legal actions, or regulatory scrutiny. Allegations may be made against us or our medical specialists concerning our products and services, marketing activities, negligence, or medical malpractice. Regardless of the validity of these complaints or legal actions, they have the potential to generate negative publicity, impacting the reputation of our medical specialists, public perception of our service quality, and the engagement of patients in our medical clinics.
Our Group’s business, financial condition, results of operations, and prospects could be significantly and adversely affected if substantial damages and legal costs are assessed in connection with any legal action, or if judgments are made against us that harm our professional standing and market reputation. Medical malpractice litigation or disciplinary actions against our medical specialists could result in restrictions on their practice or other adverse outcomes, further impacting our business.
There is also uncertainty regarding the sufficiency of coverage provided by insurance policies maintained by our specialist doctors and/or by us for potential medical and legal claims, and the comprehensive nature of such coverage for various claim types.
In the ordinary course of business, we may encounter material disputes with various parties, potentially leading to legal or other proceedings. Such disputes could result in damage to our reputation, substantial costs, and the diversion of resources and management attention. While we have not experienced disputes or legal proceedings that materially and adversely affected our business, operations, financial performance, financial condition, results, and prospects, we cannot provide assurance about future occurrences and their potential impact on our business.
We may not have adequate insurance coverage in place despite having mandatory professional malpractice insurance.
Our exposure to potential liability risks inherent in providing medical services may not be adequately covered by insurance. Liabilities could surpass available insurance coverage, or claims might arise outside the scope of our insurance protection.
While we have secured mandatory insurance coverage, including professional medical malpractice insurance, we cannot guarantee that such coverage will be sufficient to address all potential liabilities and risks. Although our medical specialists individually maintain insurance coverage for medical malpractice indemnity, there is no assurance that liability claims will not exceed existing coverage or that the insurance is comprehensive enough. The solvency of our insurers and their ability to meet contractual obligations when needed also remains uncertain. In instances where our insurance or indemnification arrangements are insufficient to cover claims, especially those exceeding policy limitations or the resources of the indemnifying party, substantial payments may be required, leading to a material adverse impact on our business, financial condition, results of operations, and prospects.
Furthermore, unforeseen events like natural disasters or other events beyond our control may not have adequate insurance coverage, potentially causing a material and adverse effect on our business.
There can be no assurance that we will successfully renew all policies or secure new ones on similar terms. Any significant alterations in the terms of our medical specialists’ professional indemnities could disproportionately and adversely affect our business, financial condition, results of operations, and prospects. Material changes, such as a shift to claims-based insurance, may result in incidents for which we may not be compensated by insurance proceeds or contractual indemnities. Exposure to uninsured claims due to such changes could lead to additional liabilities, having a material adverse effect on our business, financial condition, results of operations, and prospects.
We must comply with regulations and licensing conditions governing the healthcare sector, and compliance may involve significant costs. There is a risk that we may not retain, renew, or obtain the necessary licenses and permits for our business operations.
Our current operations involve providing specialist orthopedic, trauma, and sports services through our clinics, and these are subject to various laws and regulations from Singapore governmental agencies like the Ministry of Health (MOH), Health Sciences Authority, Ministry of Manpower, and the Singapore Medical Council (SMC). These regulations encompass aspects such as the pricing of medical services, procurement of medical equipment, licensing and operation of medical establishments, and licensing of medical staff. Singapore’s stringent safety, health, and environmental laws could become stricter in the future. Violations of these regulatory requirements may lead to fines, operational modifications, suspensions, or discontinuation, incurring additional operating costs, and potential criminal charges against our employees, all of which could materially impact our business, financial position, results of operations, and prospects.
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Changes in government regulations or the introduction of new laws may increase compliance costs, and authorities like the MOH and SMC could suspend or deny the renewal of our existing licenses if we fail to meet applicable standards. Although we presently satisfy licensing requirements, there is no guarantee of maintaining or obtaining licenses for future operations. Failure to maintain or renew licenses, permits, qualifications, and approvals could adversely affect our operations, leading to negative impacts on our business, financial position, results of operations, and prospects.
While we currently hold regulatory licenses, approvals, and permits for our business operations, these are subject to specified conditions. Non-compliance with these conditions could result in the revocation of licenses and permits by relevant authorities. Although we have not encountered such issues in the past, any such occurrence could significantly affect our business, financial position, and results of operations. The renewal of licenses, approvals, or permits, especially if new laws are enacted, is uncertain, and there is no assurance that we will successfully renew them in a timely manner, on favorable terms, or at all.
The regulation of healthcare fees and the potential rise in the number of medical practitioners could have adverse effects on our business.
In November 2018, the Singapore Ministry of Health (MOH) published Fee Benchmarks for private sector professional fees related to common surgical procedures. These benchmarks establish a fee range for each procedure, considering factors such as the complexity of medical procedures and the time, effort, and expertise involved. Less complex cases may be charged at the lower end of the fee benchmarks range, while more complex cases could be at the higher end of the range. Fees may exceed the fee benchmarks in cases of exceptional complexity, due to the additional risk, time and effort required for the procedure. In such rare circumstances, fees charged above the fee benchmarks may not be unreasonable. While the Fee Benchmarks serve as a recommendation and guideline, medical practitioners are not obligated to price their services accordingly. Presently, all our services are priced within the Fee Benchmarks. However, there is no guarantee that these benchmarks will not be revised in the future. If the Fee Benchmarks are lowered, we may need to adjust our fees accordingly, potentially reducing our revenues and profitability.
Additionally, there is a trend towards increasing the number of medical practitioners in Singapore. The heightened competition within the private healthcare sector is likely to put pressure on service rates, leading to a potential reduction in the fees we can charge for our services.
Challenges faced by the healthcare industry may also have an effect on the Company.
Our business, financial condition, results of operations and prospects may be affected by the challenges currently faced by the healthcare industry, including but not limited to:
| ● | economic and business climate at local, regional, national and international levels; | |
| ● | increase in the threat of terrorism and occurrence of natural and man-made disasters that affect travel security or the global economy may reduce the number of medical travelers; | |
| ● | improvements in the quality of healthcare services in other countries that may affect the number of medical travelers coming to the Company’s clinics and facilities for the orthopedic and physiotherapy services; | |
| ● | rising costs of medicines and pharmaceutical drugs, overheads and other costs incurred for the provision of the Group’s services; | |
| ● | stricter laws and regulations relating to the protection of patient information from unauthorized disclosure; | |
| ● | stricter laws and regulations governing the purchase and dispensation of medicines and pharmaceutical drugs; and | |
| ● | diagnostic services, overheads and other costs incurred for the provision of the Group’s services. |
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In 2016, the SMC issued the 2016 edition of the SMC’s Ethical Code and Ethical Guidelines (“ECEG”) which came into force on January 1, 2017. Guideline H3(7) prohibits doctors from paying managed care companies, third party administrators, insurance entities or patient referral services (for the purposes of this risk factor, “Third Parties”): (a) fees that are based primarily on the services the doctors provide or the fees doctors collect; (b) fees that are so high as to constitute “fee splitting” or “fee sharing”; or (c) fees which render medical practitioners unable to provide the required standard of care. Guideline H3(7) came into effect on July 1, 2017 and places the onus of complying with the same solely on doctors and not Third Parties. If our Group enters into or maintains arrangements with Third Parties in breach of the ECEG and the SMC receives a complaint or information pertaining to the same, the SMC will refer such complaint or information to the chairman of the Complaint Panel, and a Complaints Committee will enquire into the complaint or information. This may result in disciplinary actions being taken against our specialists or our Group. While we have been complying with the ECEG, there is no guarantee that we will not be subjected to a complaint in the future arising from future or previous arrangements with Third Parties.
We are subject to political, economic and social developments as well as the laws, regulations and licensing requirements in Singapore.
Our business, prospects, financial condition and results of operations may be adversely affected by political, economic, social and legal developments that are beyond our control in the countries in which we operate in. Such political and economic uncertainties may include risks of war, terrorism, nationalism, expropriation or nullification of contracts, changes in interest rates, economic growth, national fiscal and monetary policies, inflation, deflation, methods of taxation and tax policy. Negative developments in the socio-political climate of Singapore and the region may also adversely affect the Company’s business, financial condition, results of operations and prospects. The regional countries are in a state of rapid political, economic and social changes, which will entail risks to our business and operations if we are to expand in the region in the future. As such, we are unable to assure you that we will be able to adapt to the local conditions, regulations and business practices and customs in the future. Any changes implemented by the governments of the countries in which we operate resulting, inter alia, in currency and interest rate fluctuations, capital restrictions, and changes in duties and taxes detrimental to our business could materially and adversely affect our operations and financial performance.
Currently, we have in place a number of existing regulatory licenses, approvals and permits for the purposes of its business operations. We will continue to seek the appropriate licenses, approvals and permits in the event that the Company expands its operations to other countries in which it does not currently operate in. The licenses and permits we have obtained are subject to conditions stipulated in the licenses and permits and/or in the relevant laws, rules and regulations under which they have been issued. These conditions must be complied with for the duration of the licenses and permits. Where there is a failure to comply fully, the relevant authorities have the power to revoke the licenses and permits. In the event this happens, our business, operations and financial position will be adversely affected. If our licenses are revoked or renewal of such licenses and permits cannot be obtained, or the terms imposed for renewal are not acceptable or favorable to us, our operations and business may be adversely affected. Consequently, our financial condition, results and prospects will be adversely affected.
There is no assurance that upon the expiration of the licenses, approval or permits under which the Company carries on its business operations, the Company will be able to successfully renew them in a timely manner or at all, or that the renewal of these licenses will be granted on terms acceptable to us, or that if the relevant authorities enact new laws and regulations, the Company will be able to successfully comply with these requirements.
The Company may also expand to other cities where we do not possess the same level of familiarity with the regulations and business climate in those cities. We cannot assure investors that we will be able to obtain the requisite licenses, approvals and permits in those cities. Any failure by the Company to obtain the requisite licenses, approvals and permits in a timely manner and any unforeseen difficulties arising from the new and unfamiliar territories may have a material adverse effect on the Company’s business, financial condition, results of operations and prospects.
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Risks Related to Ownership of our Shares
We incur additional costs as a result of becoming a public company, which could negatively impact our net income and liquidity.
As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, Sarbanes-Oxley and rules and regulations implemented by the Securities and Exchange Commission and Nasdaq require significantly heightened corporate governance practices for public companies. As a result, these rules and regulations have increased our legal, accounting and financial compliance costs and make many corporate activities more time-consuming and costly.
We do not expect to incur materially greater costs as a result of becoming a public company than those incurred by similarly sized U.S. public companies. If we fail to comply with these rules and regulations, we could become the subject of a governmental enforcement action, investors may lose confidence in us and the market price of our ordinary shares could decline.
As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002 and rules subsequently implemented by the Securities and Exchange Commission and Nasdaq impose various requirements on the corporate governance practices of public companies. As a company with less than US$1.235 billion in net revenues for our last financial year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other generally applicable requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies.
We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costly. After we are no longer an “emerging growth company,” we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the Securities and Exchange Commission. We also expect that operating as a public company will make it more difficult and expensive for us to obtain director and officer liability insurance. We may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.
In the past, shareholders of a public company often brought securities class action suits against the company following periods of instability in the market price of that company’s securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations, which could harm our results of operations and require us to incur significant expenses to defend the suit. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.
The obligation to disclose information publicly may put us at a disadvantage to competitors that are private companies.
We are a publicly listed company in the United States. As a publicly listed company, we will be required to file periodic reports with the Securities and Exchange Commission upon the occurrence of matters that are material to our company and shareholders. In some cases, we will need to disclose material agreements or results of financial operations that we would not be required to disclose if we were a private company. Our competitors may have access to this information, which would otherwise be confidential. This may give them advantages in competing with our company. Similarly, as a U.S.-listed public company, we will be governed by U.S. laws that our competitors, mostly Singapore-based companies, are not required to follow. To the extent compliance with U.S. laws increases our expenses or decreases our competitiveness against such companies, our public listing could affect our results of operations.
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We are a “foreign private issuer” within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies and subject to reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. issuer. As a result, we may not provide you the same information as U.S. domestic public companies or we may provide information at different times, which may make it more difficult for you to evaluate our performance and prospects.
We are a foreign private issuer and, as a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we will not be required to issue quarterly reports or proxy statements. In addition, we will not be required to disclose detailed individual executive compensation information. Furthermore, our major shareholders will not be required to report equity holdings under Section 16 of the Exchange Act and our directors and executive officers and major shareholders will not be subject to the insider short swing profit disclosure and recovery regime.
As a foreign private issuer, we will also be exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. However, we will still be subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 under the Exchange Act. Since many of the disclosure obligations imposed on us as a foreign private issuer differ from those imposed on U.S. domestic reporting companies, you should not expect to receive the same information about us and at the same time as the information provided by U.S. domestic reporting companies.
The information we are required to file with or furnish to the SEC will be less extensive and less timely as compared to that required to be filed with the SEC by U.S. domestic issuers. As a BVI business company listed on the Nasdaq Capital Market, we will be subject to the Nasdaq Capital Market corporate governance listing standards. However, Nasdaq Capital Market rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in BVI, which is deemed our home country, may differ significantly from the Nasdaq Capital Market corporate governance listing standards. We utilize the home country exemption for corporate governance matters, and as a result, our shareholders may be afforded less protection than they otherwise would under the Nasdaq Capital Market corporate governance listing standards applicable to U.S. domestic issuers.
We have elected to follow certain BVI corporate governance practices in lieu of certain requirements of the listing rules of Nasdaq, including rules that require each Listed Company must have a board of directors comprised of a majority of independent directors; that each Listed Company shall hold an annual meeting of shareholders no later than one year after the end of the company’s fiscal year-end; that shareholder approval is required prior to an issuance of securities in connection with: (i) the acquisition of the stock or assets of another company; (ii) equity-based compensation of officers, directors, employees or consultants; (iii) a change of control; and (iv) transactions other than public offerings; that each Listed Company is required to distribute annual and interim reports to shareholders, among others. As a result, you may not be afforded the same protections or information, which would be made available to you, were you investing in a U.S. domestic issuer.
We are a “controlled company” under the Nasdaq corporate governance rules and, as a result, will be eligible to rely on exemptions from certain corporate governance requirements that provide protection to shareholders of companies that are not controlled companies.
Currently, based on available information, Rainforest Capital VCC owns a majority of the total voting power of our ordinary shares. We are thus a “controlled company” under the Nasdaq corporate governance standards. Because we will qualify to be treated as a controlled company, we will have the option not to comply with certain requirements to which companies that are not controlled companies are subject, including the requirement that a majority of our board of directors consists of independent directors, the requirement that a majority of the independent directors select or recommend its director nominees, the requirement that the remuneration committee be responsible for determining or recommending the compensation of executive officers other than our chief executive officer and the requirement that its remuneration committee be composed entirely of independent directors.
We have elected to use the exemptions available to foreign private issuers, which exempt us from such requirements as well. As a result, we do not have to directly rely on the exemptions available to controlled companies. The effect is that our shareholders will not have the same protections afforded to shareholders of companies that are not “controlled companies” and that are subject to the above mentioned corporate governance requirements.
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We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our ordinary shares less attractive to investors.
We are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we will take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, although we could lose that status sooner if our revenues exceed US$1.235 billion, if we issue more than US$1 billion in non-convertible debt in a three-year period, or if the market value of our shares held by non-affiliates exceeds US$700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following June 30. We cannot predict if investors will find our ordinary shares less attractive because we may rely on these exemptions. If some investors find our shares less attractive as a result, there may be a less active trading market for our shares and our stock price may be more volatile.
Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to avail our Company of this exemption from new or revised accounting standards. Therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.
The market price of our ordinary shares may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price.
The market price of our ordinary shares may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:
| ● | actual or anticipated fluctuations in our revenue and other operating results; | |
| ● | the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections; | |
| ● | actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors; | |
| ● | announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments; | |
| ● | price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; | |
| ● | lawsuits threatened or filed against us; and | |
| ● | other events or factors, including those resulting from war or incidents of terrorism, or responses to these events. |
In addition, the trading price of our ordinary shares is likely to be volatile and could fluctuate widely due to factors beyond our control, regardless of our actual operating performance.
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Any resale of our ordinary shares in the public market may cause the market price of our ordinary shares to decline.
Sale of our ordinary shares in the public market by investors that have participated in our initial public offering or our pre-IPO investors, or the perception that these sales could occur, could cause the market price of our ordinary shares to decline. All ordinary shares sold pursuant to our Public Offering Prospectus and the Resale Prospectus both dated February 24, 2025 will be freely transferable without restriction or additional registration under the Securities Act of 1933.
Future issuances or sales, or perceived issuances or sales, of substantial amounts of ordinary shares in the public market could materially and adversely affect the prevailing market price of the ordinary shares and our ability to raise capital in the future.
The market price of our ordinary shares could decline as a result of future sales of substantial amounts of shares or other securities relating to the shares in the public market, including by the Company’s substantial shareholders, or the issuance of new shares by the Company, or the perception that such sales or issuances may occur. We may issue additional securities without shareholder approval, which would dilute existing ownership interests and may depress the market price of our shares. Future sales, or perceived sales, of substantial amounts of the shares could also materially and adversely affect our ability to raise capital in the future at a time and at a price favorable to us, and our shareholders will experience dilution in their holdings upon our issuance or sale of additional securities in the future. In addition, these factors could make it more difficult for us to raise funds through future offerings of our ordinary shares. A few shareholders hold a significant portion of our ordinary shares and these are “restricted securities” as defined in Rule 144. These ordinary shares may be sold in the future without registration under the Securities Act to the extent permitted by Rule 144 or other exemptions under the Securities Act.
Future financing may cause a dilution in your shareholding or place restrictions on our operations.
We may need to raise additional funds in the future to finance further expansion of our capacity and business relating to our existing operations, acquisitions or strategic partnerships. If additional funds are raised through the issuance of new equity or equity-linked securities of the Company other than on a pro rata basis to existing shareholders, the percentage ownership of such shareholders in the Company may be reduced, and such new securities may confer rights and privileges that take priority over those conferred by the shares. Alternatively, if we meet such funding requirements by way of additional debt financing, we may have restrictions placed on us through such debt financing arrangements which may:
| ● | further limit our ability to pay dividends or require us to seek consents for the payment of dividends; | |
| ● | increase our vulnerability to general adverse economic and industry conditions; | |
| ● | require us to dedicate a substantial portion of our cash flows from operations to service our debt, thereby reducing the availability of our cash flow to fund capital expenditure, working capital requirements and other general corporate needs; and | |
| ● | limit our flexibility in planning for, or reacting to, changes in our business and our industry. |
Our controlling shareholder holds control over our Group and this may limit your ability to influence the outcome of decisions requiring the approval of shareholders.
Our controlling shareholder, namely Rainforest Capital VCC, owns a majority of our shares and will be able to significantly influence all matters requiring approval by our shareholders, including the appointment of directors and the approval of significant corporate transactions. This concentration of ownership may have the effect of delaying, preventing or deterring a change in control of our Company or otherwise discourage a potential acquirer from attempting to obtain control of us through corporate actions such as merger or take-over attempts, which could conflict with the interests of other shareholders.
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There may not be an active, liquid trading market for our ordinary shares.
An active trading market for our ordinary shares may not develop or be sustained. You may not be able to sell your ordinary shares at the market price, if at all, if trading in our ordinary shares is not active.
Our internal controls over financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.
Prior to our initial public offering, we were a private company with limited accounting personnel and other resources to address our internal controls and procedures. Accordingly, we will be in a continuing process of developing, establishing, and maintaining internal controls and procedures that will allow our management to report on, and our independent registered public accounting firm to attest to, our internal controls over financial reporting if and when required to do so under Section 404 of the Sarbanes-Oxley Act of 2002. Although our independent registered public accounting firm is not required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act until the date we are no longer an emerging growth company, our management will be required to report on our internal controls over financial reporting under Section 404.
In order to address and resolve the foregoing material weakness, we will implement measures designed to improve our internal control over financial reporting to remediate this material weakness, including hiring outside financial personnel with requisite training and experience in the preparation of financial statements in compliance with applicable Securities and Exchange Commission requirements within six months from the completion of our offering.
We are a BVI company and, because judicial precedent regarding the rights of members is more limited under BVI law than that under U.S. law, you may have less protection for your member rights than you would under U.S. law.
Our corporate affairs are governed by our post-offering amended and restated memorandum and articles of association, as amended and restated from time to time, the BVI Act and the common law of the BVI. The right of members to take action against the directors, actions by minority members and the fiduciary responsibilities of our directors to us under BVI law are to a large extent governed by the common law of the BVI. The common law of the BVI is derived in part from comparatively limited judicial precedent in the BVI as well as that from English common law, which has persuasive, but not binding, authority on a court in the BVI. The rights of our members and the fiduciary responsibilities of our directors under BVI law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the U.S. In particular, the BVI has a less exhaustive body of securities laws than the U.S. In addition, some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the BVI. There is no statutory recognition in the BVI of judgments obtained in the U.S., although the courts of the BVI will in certain circumstances recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits. As a result of all of the above, public members may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling members than they would as members of a U.S. public company.
Because we do not expect to pay dividends in the near future after our initial public offering, you must rely on price appreciation of the ordinary shares for return on your investment.
We currently intend to retain most, if not all, of our available funds and any future earnings after our initial public offering to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the near future. Therefore, you should not rely on an investment in the ordinary shares as a source for any future dividend income.
Our board of directors has complete discretion as to whether to distribute dividends. All dividends are subject to certain restrictions under BVI law and provided that in no circumstances may a dividend be paid unless the value of the Company’s assets exceeds its liabilities and the Company is able to pay its debts as they fall due. Even if we decide to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in the ordinary shares will likely depend entirely upon any future price appreciation of the ordinary shares. There is no guarantee that the ordinary shares will appreciate in value or even maintain the price at which you purchased the ordinary shares. You may not realize a return on your investment in the ordinary shares and you may even lose your entire investment in the ordinary shares.
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We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.
We are subject to rules and regulations by various governing bodies, including, for example, the Securities and Exchange Commission, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law, including the laws of the BVI. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.
Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalties and our business may be harmed.
You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in the British Virgin Islands or Singapore based on U.S. or other foreign laws against us, our management or the experts named in this report.
Basel Medical is a BVI business company and substantially all of our assets are located outside of the United States. All of our current operations are conducted in Singapore. In addition, all of our current directors and officers are nationals and residents of countries other than the United States. As a result, it may be difficult for you to effect service of process within the U.S. or elsewhere upon these persons. It may also be difficult for you to enforce in Singapore or British Virgin Islands courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors, and the substantial majority of whose assets are located outside of the U.S. It may be difficult or impossible for you to bring an action against us in the British Virgin Islands if you believe your rights under the U.S. securities laws have been infringed. In addition, there is uncertainty as to whether the courts of the British Virgin Islands or Singapore would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the U.S. or any state and it is uncertain whether such British Virgin Islands or Singapore courts would hear original actions brought in the British Virgin Islands or Singapore against us or such persons predicated upon the securities laws of the U.S. or any state.
The price of our ordinary shares could be subject to rapid and substantial volatility. Such volatility, including any stock run-ups, may be due to factors unrelated to our actual or forecasted operating performance and financial condition or prospects, making it difficult for prospective investors to assess the underlying value of our ordinary shares.
There have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with recent initial public offerings, especially among those with relatively smaller public floats. As a relatively small-capitalization company with a relatively small public float, we may experience greater share price volatility, extreme price run-ups, lower trading volume, and less liquidity than large-capitalization companies. In particular, as there was no prior market for our shares, our ordinary shares may be subject to rapid and substantial price volatility, low volumes of trading, and large spreads in bid and ask prices. Such volatility, including any stock run-ups, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our ordinary shares.
In addition, if the trading volume of our ordinary shares is low, investors buying or selling in relatively small quantities may easily influence the price of our ordinary shares. This low volume of trades could also cause the price of our ordinary shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our ordinary shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our ordinary shares. As a result of this volatility, investors may experience losses on their investment in our ordinary shares. A decline in the market price of our ordinary shares also could adversely affect our ability to issue additional ordinary shares or other securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in our ordinary shares will develop or be sustained. If an active market does not develop, holders of our ordinary shares may be unable to readily sell the shares they hold or may not be able to sell their shares at all.
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We and certain of our current and directors or officers may be subject to securities litigation, which is expensive and could divert management attention.
The market price of our Ordinary Shares may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation and regulatory investigations. Involvement in securities litigation against us could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm our business.
If securities or industry analysts do not publish research reports about us or our business, or if such analysts issue adverse recommendations regarding our ordinary shares, the market price for our ordinary shares or trading volume could decline.
The trading market for our ordinary shares will be influenced by research reports that industry or securities analysts publish about our business and financial results, or the lack thereof. The lack of analyst coverage may adversely affect our share price, trading volume, and general investor interest. If analysts who cover us downgrade their recommendation of our ordinary shares, the market price for our ordinary shares would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for our ordinary shares to decline.
If we cannot satisfy, or continue to satisfy, the listing requirements and other rules of the Nasdaq Capital Market, our ordinary shares may be delisted, which could negatively impact the price of our securities and your ability to sell them.
Our ordinary shares are listed and traded on the Nasdaq Capital Market under the symbol “BMGL.” We cannot assure you that our ordinary shares will continue to be listed on the Nasdaq Capital Market. In order to maintain our listing on the Nasdaq Capital Market, we will be required to comply with certain rules of the Nasdaq Capital Market, including those regarding minimum stockholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Even if we initially meet the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our securities could be subject to delisting.
If the Nasdaq Capital Market subsequently delists our securities from trading, we could face significant consequences, including:
| ● | a limited availability for market quotations for our securities; | |
| ● | reduced liquidity with respect to our securities; | |
| ● | a determination that our ordinary share is a “penny stock,” which will require brokers trading in our ordinary share to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our ordinary share; | |
| ● | limited amount of news and analyst coverage; and | |
| ● | a decreased ability to issue additional securities or obtain additional financing in the future. |
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Anti-takeover provisions in our post-offering amended and restated memorandum and articles of association may discourage, delay, or prevent a change in control.
Some provisions of our post-offering amended and restated memorandum and articles of association may discourage, delay or prevent a change in control of the Company or management that shareholders may consider favorable, including, among other things, the following:
| ● | provisions that authorize our board of directors to issue shares with preferred, deferred or other rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise, without any further vote or action by our shareholders; and | |
| ● | provisions that limit the ability of our shareholders to call meetings and to propose special matters for consideration at shareholder meetings. |
You may be unable to present proposals before annual general meetings or extraordinary general meetings not called by shareholders.
British Virgin Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. These rights, however, may be provided in a company’s memorandum and articles of association. Our post-offering amended and restated memorandum and articles of association allow our shareholders holding shares representing in aggregate not less than 10% by number of issued shares which as at that date carry the right to vote, to requisition a general meeting of our shareholders, in which case our directors are obliged to call such meeting. Advance notice of at least seven clear days is required for the convening of our annual general shareholders’ meeting and at least seven clear days’ notice any other general meeting of our shareholders. A quorum required for a meeting of shareholders consists of the holders of one-third of the shares being individuals present in person or by proxy. For these purposes, “clear days” means that period excluding the day when the notice is received or deemed to be received and the day for which it is given or on which it is to take effect.
ITEM 4. INFORMATION ON THE COMPANY
A. History and Development of the Company
Basel Medical Group Ltd is a business company incorporated in the BVI on August 10, 2023 under the BVI Business Companies Act (As Revised), with operations conducted by our subsidiaries based in Singapore. Our first orthopedic-focused clinic was set up in Singapore in 2001, and our first subsidiary, SSO Clinic, was incorporated in 2004. From 2004 to the 2020s, we expanded our orthopedic specialty operations as the group, Singmed Specialists, operating two clinics in Singapore – namely, Spine & Orthopaedics Centre (Singapore) and Singapore Sports & Orthopaedics Clinic.
In June 2023, AIP Investment Partners Pte. Ltd., an asset management company based in Singapore, through its sub-fund Basel Medical Fund from the private equity umbrella fund, Rainforest Capital VCC, fully acquired Singmed Specialists, and changed its name to Basel Medical Group. In February 2025, Basel Medical Group Ltd listed successfully on NASDAQ with the goal to grow into a more international medical group, transcending the role of a conventional healthcare provider with a vision for innovation, growth and far-reaching impact. We aim to keep expanding in Singapore to general practices, other specialized practices, and also into other South-east Asian countries. Our goal is to become the premier healthcare provider, offering seamless, one-stop solutions with unparalleled customer experience.
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On April 11, 2025, Basel Medical Group Pte. Ltd., a subsidiary of Basel Medical Group Ltd, entered into a sale and purchase agreement with Silkroute Biomed Healthcare Pte. Ltd. for the acquisition of all of the ordinary shares of Bethesda Medical Pte. Ltd., a company incorporated in Singapore, for a total consideration of US$6.5 million in tranches. The acquisition of Bethesda Medical was completed on April 30, 2025. Following such completion, Bethesda Medical became a wholly owned indirect subsidiary of Basel Medical Group Ltd. Our Group through Bethesda Medical operates six general practice clinics in Singapore.
Our principal executive office is at 6 Napier Road, Unit #02-10/11 Gleneagles Medical Centre, Singapore 258499 and our telephone number is +65 62919188. Our website is https://baselmedical.com/. The information contained in, or accessible through, our website does not constitute a part of this annual report. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our electronic filings with the SEC are available for viewing on this website, at www.sec.gov. Our agent for service of process in the United States is Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711.
B. Business Overview
OVERVIEW
Basel Medical Group Ltd, or “Basel Medical”, is a BVI business company incorporated in the BVI. Basel Medical serves as the holding company of our Group and we conduct our operations through our operating subsidiaries based in Singapore.
We provide a wide spectrum of general and subspecialized orthopedic including but not limited to trauma and sports medicine services such as knee/hip replacements, sports medicine/surgery, spine surgery, foot/ankle surgery and minimally invasive orthopedic procedures, as well as neurosurgical treatments. Also, we have health screening services, mental health, woman’s health and general practice services as well.
Our operations are based in Singapore, with our specialist clinics being at 6 Napier Road, Unit #02-10/11 and Unit #03-07, Gleneagles Medical Centre, a convenient and central location in Singapore accessible by public transportation. Our general practices in the group are at locations across Singapore, including Suntec City, Grantral Mall, Toa Payoh Hub, Margaret Drive, Tampines and Gateway East. We currently have 13 medical practitioners in our Group, comprising 4 specialists and 9 general practitioners. The services provided by our clinics include, but are not limited to, consultation, medical diagnosis and medical or surgical treatments for orthopedic, trauma, sports medicine, general practice, health screening, mental health, women’s health and neurosurgical conditions and our clinics are equipped with the facilities needed to perform a variety of procedures on site and minor surgical services. Major surgeries will be carried out at Gleneagles Hospital, Mount Elizabeth Hospital, Mount Elizabeth Novena Hospital, Parkway East Hospital, Mount Alvernia Hospital, Farrer Park Hospital and other day surgery centers in Singapore where our medical practitioners are accredited to practice. Our clinics have been selected by several insurance providers as preferred medical care providers and our medical doctors are MediSave accredited, and therefore patients can submit their MediSave or Integrated Shield Plan claims through our clinics. MediSave is a national medical savings scheme in Singapore that helps individuals set aside part of their income to pay for their personal or approved dependents’ hospitalization, day surgery and certain outpatient expenses, as well as their healthcare needs in old age. MediShield Life (“MSHL”) is a basic national health insurance scheme in Singapore that provides lifelong coverage for Singapore citizens and permanent residents. Certain aspects of MediShield Life are paid for using MediSave funds. Integrated Shield Plans are optional health coverage in Singapore provided by private insurers that complements MSHL with higher coverage benefits.
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The patients who visit our clinics are either walk-in patients, employees of corporations, or policyholders of insurance companies with whom we have entered into arrangements. We believe that such arrangements with corporations and insurance companies to offer our medical services at preferred rates allow for the convenient, reliable and cost-effective inpatient and outpatient medical treatments at private hospitals, provide our Group’s clinics with patient volume and enables these corporations and insurance companies to meet their budgetary constraints in relation to the medical treatment of their employees or, as the case may be, policyholders. For the past five years, we served more than 20 insurance companies and over 300 corporations.
OUR BUSINESS MODEL
We specialize in providing a range of medical and therapeutic treatments in the fields of orthopedics and neurosurgery. As of the date of this report, we employ 13 medical practitioners in our Group, comprising 9 general practitioners and 4 specialists who specialize in orthopedic, trauma, sports medicine and neurosurgical treatments.
Patient Types, Fees and Payments
Our business model can be broadly divided into two segments, comprising the (i) individual patient segment, which is made up of individual walk-ins and recurring individual patients, and (ii) our corporate client segment, which mainly includes patients referred to us by their employers which are our corporate clients. Our fees are paid for either by the patient, or by the patient’s employer or insurer in the case of a qualifying claim which qualification depends on the terms of employment or insurance coverage of such patient. As is the case with other clinical groups in Singapore, our fees and charges are determined based on the types of services rendered and medication prescribed. We maintain an internal itemized fee scale which sets out the prices of our services for patients. The Singapore Ministry of Health has published a set of fee benchmarks which constitute recommended charges for doctors and hospital fees in the private sector, for routine and typical cases. These benchmarks inform what is a reasonable range of fees that patients and insurers could expect to pay, and serve as a reference for doctors and hospitals in setting their fees. Our fee scale is determined and periodically revised with reference to such benchmarks. We also prescribe orthopedic devices as part of the treatment of our patients where necessary, with such orthopedic devices being wholly-sourced from and supplied by wholesale suppliers.
Patient Demographics
For the year ended June 30, 2025, approximately 17% of our patients were aged 25 years old and below, approximately 35% aged 26 to 40 years old, approximately 36% were aged 41 to 60 years old and approximately 12% were 61 years old and above. For the same year, approximately 44% were male and 56% were female.
For the year ended June 30, 2025, based on our historical estimation, approximately 1.0% of our patients are employees of corporate clients who receive treatment of work related injuries, such as manual laborers from the construction, marine, and oil and gas industries, approximately 0.2% are individual clients who are treated for spinal surgery and other neurological conditions, while approximately 0.8% are individual clients treated for other sub-specialties, including trauma, sports medicine, joint replacement, knee replacement, physiotherapy, arthroscopy, knee/hip replacements, sports medicine/surgery, foot/ankle surgery and others.
Our Medical Facilities
Our Group operates 8 medical clinics that are located at the following locations in Singapore:
| Medical Clinic | Location | |
| Spine & Orthopaedic Centre (Singapore) | 6 Napier Road, #03-07 Gleneagles Medical Centre | |
| Singapore Sports & Orthopaedic Clinic | 6 Napier Road, #02-10/11 Gleneagles Medical Centre | |
| Bethesda Medical Clinic (Suntec) | 3 Temasek Boulevard #03-330 Suntec City Mall | |
| Bethesda Medical Clinic (Grantral Mall-Macpherson) | 601 Macpherson Road #01-04 | |
| Bethesda Medical Clinic (Toa Payoh) | 500 Lorong 6 Toa Payoh #04-33 | |
| Bethesda Medical Clinic (Margaret Drive) | 38 Margaret Drive #02-03 | |
| Bethesda Medical Clinic (Tampines) | 406 Tampines Street 41 #01-31 | |
| Bethesda Medical Clinic (Beach Road) | 152 Beach Road, #03-08 Gateway East |
Types of Treatments and Services
Our Group is a healthcare group primarily involved in the provision of a comprehensive range of health services including but not limited to orthopedic treatments and surgeries, trauma and sports medicine services (both surgical and non-surgical), physiotherapy services, general practices, health screening, mental health, woman’s health and neurological treatments. As at the latest practicable date, we have four medical practitioners serving patients at our two clinics in Gleneagles Medical Centre in Singapore and nine others in all other locations mentioned above.
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Orthopedic Services
In general, our orthopedic services can be categorized as surgical and non-surgical treatments.
Surgical
Our medical professional team provides surgical services to treat a wide range of orthopedic conditions and adopt advanced techniques such as minimally invasive surgery and keyhole surgery which enhances surgical precisions, reduces complications, and encourages fast recovery for our patients. We also employ the use of advanced technology such as robots which enable us to perform our surgeries with precision. Our medical practitioners are all trained and experienced surgeons who have many years of clinical and surgical experience.
Non-Surgical
We also provide a wide range of non-surgical services, ranging from general consultations to diagnostic and therapeutic orthopedic procedures such as medications, injections, splinting and physiotherapy in the outpatient setting. Our medical practitioners also provide, inter alia, second opinions and being on-call in the hospitals associated with our clinics.
Treatment Process
When a patient first visits one of our clinics, he or she will go through a consultation with one of our medical practitioners for an accurate diagnosis of their medical condition. Depending on the medical condition, tests such as MRI scans, CT scans or X-rays may be arranged for the patient. Our medical practitioners will then review the results of such tests and determine the best form of treatment for the patient and advise them accordingly. We may prescribe orthopedic devices to our patients where necessary, such as joint implants, bone fixation devices, orthopedic braces and supports and other related devices, with such orthopedic devices being supplied by wholesale suppliers. Generally, surgical procedures are carried out in the hospitals and medical centers in which our clinics are located. We also provide post-surgical services to our patients which include arranging inpatient support as well as follow-up consultations.
Physiotherapy services
Physiotherapy is the use of evidence-based proven techniques to help restore, maintain and maximize movement, function and overall-well-being. It includes rehabilitation as well as injury prevention and promotion of health and fitness. Physiotherapy services are ideal for patients of all ages affected by injury or orthopedic conditions, for pain management, improved sports performance and for general health and wellbeing. Generally, patients seeking a non-invasive treatment option that would improve their mobility would consider physiotherapy. During the initial session, our medical practitioners will perform a physical examination to assess the patient’s musculoskeletal condition, identify its cause or contributing factors and work with the physiotherapists develop a holistic management plan that will optimize the treatment outcome. The focus is on resolving functional issues such as difficulties in the movement and performance of daily activities.
Neurology and Neurosurgical Treatments
Our neurosurgeon, Dr. Matthew Tung, possesses substantial experience in the field of neuroscience and is able to provide comprehensive services for the treatment of brain and spine conditions across all age groups. Our Group is able to address a wide range of issues, from headaches and brain tumors to aneurysms and strokes. Additionally, our team of medical practitioners collaborate to offer comprehensive care for patients facing various orthopedic and neurological diseases and disorders. This encompasses conditions such as epilepsy, brain and spine tumors, concussions, craniofacial deformities, scoliosis, movement disorders, and more. The seamless coordination between our orthopedic doctors and neurosurgeon facilitates smooth transitions in patient care.
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Our Corporate Clients
A portion of the patients who visit our clinics are employees of corporations, such as construction, marine, and oil & gas companies, or policyholders of insurance companies. We have entered into arrangements with such corporations and insurers, a common practice in the Singapore medical services industry, where such counterparties may refer their employees to us for treatment, or include us in a panel of recognized medical clinics eligible for coverage under the relevant insurance plan. The material terms in our typical agreements with such corporations are set out below:
| Scope | Our Group contracts with corporations to provide medical services for their employees. If and when an employee utilizes the services of our Group, we will bill and seek payment from the employer. | |
| Exclusivity | We may have exclusivity arrangements with certain corporations to enjoy our preferential rates. | |
| Term of cooperation | Typically, our agreements with such corporations are perpetual but are terminable subject to periodic renewal or provision of the required notice period. | |
| Payment terms | We typically provide preferential rates for our consultancy, treatment, and medication charges, which may be subject to adjustment. We may provide credit terms to the corporations to settle our fees on a periodic basis. | |
| Other obligations | We are typically contractually obligated to maintain the required licenses, permits and insurance to provide our medical services. |
The material terms in our typical agreements with third-party insurers are set out below:
Scope
|
Our Group contracts with insurers which provide insurance or health programs to their covered participants. Such insurers may list our clinics on their panel lists and provide information about our Group and our services to their covered participants. When a participant utilizes the services of our Group, we will bill and seek payment from the insurer. | |
| Exclusivity | There are generally no exclusivity arrangements and such insurers are free to enter into similar arrangements with other clinic and medical service providers. | |
Term of cooperation
|
Typically, our agreements with such insurers are perpetual but are terminable subject to periodic renewal or provision of the required notice period. | |
Payment terms
|
We typically provide a schedule of our consultancy, treatment, and medication charges, which may be subject to adjustment. Certain agreed discounts may be available to the insurer based on the usual and customary charges for our services. Certain corporate insurers may charge administration fees from us. | |
| Other obligations | We are typically contractually obligated to maintain the required licenses, permits and insurance to provide our medical services. |
Our Specialist Doctors:
Our Group’s reputation and image was built painstakingly through the professionalism of our specialist doctors whose credentials, experience and expertise are set out below:
Dr. Kevin Yip
MBBS (U of London, United Kingdom), FRCS (Orth Surg) (RCS, Edinburgh, United Kingdom), FHKCOS (Hong Kong College of Orthopaedic Surgeons, Hong Kong, China), FAMS (Orth Surg) (Academy of Medicine, Singapore)
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Dr. Kevin Yip is the founder of our Group. Before Dr. Kevin Man Hing Yip became an orthopedic surgeon in Singapore, he obtained his medical degree from St. Thomas’ Hospital London, England. He completed his post-graduate training in London, obtained his Fellowship of the Royal College of Surgeons in 1990, and worked in several hospital units in England before moving to Hong Kong. Dr. Kevin Yip became an Associate Professor at the Chinese University of Hong Kong Prince of Wales Hospital and participated in extensive research in various fields, especially the knee and shoulder. After leaving Hong Kong in 1998, he joined Gleneagles Hospital in Singapore as an Orthopedic Surgeon. Apart from general orthopedics, his main areas of expertise are back pain, neck pain, knee surgery and shoulder surgery. Dr. Yip is also a founding member of Asian Association for Dynamic Osteosynthesis, an honorary faculty member of The Interdisciplinary Research Centre for Musculoskeletal Bioengineering and Rehabilitation Technology & The Hong Kong Medical Association. Over the course of his career, Dr. Yip has published close to 80 research articles. Dr. Yip is currently a locum doctor with our Group.
Dr. Matthew Tung
MBBS (NUS, Singapore), FRCS (Neurosurgery) (RCPS, Glasgow, United Kingdom)
Dr. Matthew Tung joined our Group in November 2017 and specializes in treating disorders of the brain and spine with special interest in back pain and neck pain, nerve pain and headache. He believes that neurosurgery should always consider the non-invasive options before open surgery to attain minimum morbidity and a fast return to optimum function. In spinal disorders, Dr. Tung aims for motion preservation, reversible treatments that can be repeated in preference to fusion. In the last 15 years he has performed operations using non-invasive techniques like stereotactic radiosurgery (SRS) and stereotactic radiotherapy (SRT) for brain tumors, minimally invasive techniques with endoscope-assisted method to access the pituitary adenoma, treat hydrocephalus and ventricular tumors, spinal laminectomy for spinal tumors, facet joint injections, cervical and lumbar disc replacements, spinal decompression and fusion, and endoscopic thoracic sympathectomy for sweaty palms. Dr. Tung pursues continued medical education eagerly and keeps abreast of latest techniques by attending courses and attachments in Europe (SRS, SRT, spinal surgery and disc replacement), America (skull base approaches to acoustic neuroma) and China (endovascular techniques for vascular disorders).
Dr. Palanisamy Arul Murugan
MBBS in Orthopaedic Surgery (IN), MRCS (Member of the Royal College of Surgeons of Edinburgh) Edin, Mmed (Master of Medicine, Ortho), FRCS (Ortho)
Dr. Palanisamy Arul Murugan is a practicing doctor with our Singapore Sports and Orthopaedic Clinic and joined our Group in December 2020. He completed his MBBS from Madras Medical College, India. He has been working in Singapore since November 2010. In his 10 years in Singapore, he has been posted to KK Women’s & Children’s Hospital, Singapore General Hospital, Tan Tock Seng Hospital, Khoo Teck Puat Hospital and Thye Hua Kwan Hospital in the departments of Orthopaedic Surgery, Accident and Emergency, General Surgery, Anaesthesia, Hand Surgery, Rehabilitation Medicine and Neurosurgery. He passed the MRCS (Edin) in 2012. He was awarded SingHealth best medical officer award in 2013. He was given National Health Group Orthopaedic Residency in 2014. He received his MMed (Ortho) in 2019. He completed his orthopedic residency on July 30, 2020 and passed the FRCS ortho exam held in November, 2020. He has presented research papers in many international conferences and has journal publications in the fields of orthopedic trauma and hand surgery. In his orthopedic career, he has worked in various sub-specialities such as trauma, joint replacement, sports injuries, foot and ankle problems and hand surgery. Dr. Arul Murugan is fluent in Tamil, English and Hindi.
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Dr. Kelvin Tan
MBBS (Singapore), MRCS (Edinburg), M.Med (Orthopedics), FRCS (Edinburg) (Orthopedics)
Dr. Kelvin Guoping Tan is a consultant orthopedic surgeon at Singapore Sports and Orthopaedic Clinic and joined our Group in August 2024. After completing his postgraduate specialist training in orthopedic surgery, he became a Fellow of the Royal College of Surgeons of Edinburgh in 2015 and is also registered with the Singapore Specialist Accreditation Board. Dr. Kelvin Tan is highly proficient in robotic-assisted primary and revision hip and knee joint replacement surgeries, complex hip reconstruction, including impaction bone grafting for failed hip replacements/hip dysplasia, Direct Anterior Approach (DAA) to hip replacement, and trauma surgeries including peri-prosthetic fracture fixation and sports surgeries. He is an avid proponent of the use of cutting-edge technology such as robotics and computer navigation to perform hip and knee replacement, including unicompartmental (partial) knee replacement.
Dr. Kelvin Tan was the previous head of Adult Reconstruction/Joint Replacement unit and a senior consultant at Tan Tock Seng Hospital in Singapore and he has been practicing medicine for more than 15 years. Dr. Kelvin Tan is a key opinion leader in Singapore and regionally in the field of robotic-assisted joint replacements as well as enhanced recovery after surgery (ERAS), sitting on various national committees prior to private practice. He has extensive experience in robotic joint replacements having performed more than 500 Mako Robotic-assisted joint replacements (MAKOplasty). He is also a certified Mako Robotic trainer in partial knee, total knee as well total hip replacement. Dr. Kelvin Tan is an Adjunct Assistant Professor at National University of Singapore (NUS) and was a core clinical faculty member and clinical competencies committee member of Singapore’s NHG’s orthopedic residency programme. He is an examiner for NUS and Lee Kong Chian School of Medicine undergraduates as well as an Orthopaedic Master of Medicine. He has published extensively in international peer-reviewed medical journals and presented widely locally and in international conferences. He is currently the chairman of the Singapore Arthroplasty Society, representing Singapore at various international conferences. He is also the Young Surgeon Nominate for Singapore at the Asia Pacific Orthopaedic Association.
COMPETITION
The orthopedic treatment market in Singapore is highly fragmented, with low barriers to entry and low consolidation. We generally face competition from both medical practitioners and non-medical practitioners. The medical practitioners are doctors and surgeons in specialties such as orthopedics, neurosurgeons, neurologists, and rheumatologists who offer similar medical procedures to treat pain or alternative medical treatments. There are certain other corporate groups in Singapore offering orthopedic treatments, including listed companies, as well as small and medium enterprises, some of which have been offering similar private orthopedic and physiotherapy services for twenty or more years in the Singapore market. The non-medical practitioners who provide comparable pain management treatments include traditional Chinese medicine physicians, physiotherapists, and chiropractors, who provide alternative services to our pain care services designed to alleviate pain conditions suffered by patients. As for the general services under Bethesda Medical Clinics the competition can come from general practices with rich experienced clinicians. Singapore is a densely populated country and most neighbourhoods have some form of general practice clinic(s). These clinics may range from solo practitioners to group practices and the clinicians’ experience can be highly variable. Regardless, sometimes the pool of targeted patients can have potential overlap. Ultimately the moat lies in how integrated the services can be within its micro ecosystem i.e. musculoskeletal related diseases, integration into payors’ ecosystem such as insurers or national programs, quality and continuity of care of the practice itself.
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OUR PATIENTS AND CLIENTS
Customer Base
Our customers primarily include (i) first time or recurring individual patients and (ii) corporate employers, a substantial portion of which are construction, marine and oil & gas companies, walk in customers, referral from our general practitioners. Our revenue for the periods indicated below categorized according to inpatient treatment (which involves ward admission), outpatient treatment (which do not require hospitalization), corporate patients (being patients referred to us by our corporate customers) and individual patients (who are our direct customers and are not referred to us by corporate customers) is as follows:
| Years ended June 30 | ||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| US$’000 | S$’000 | % | S$’000 | % | ||||||||||||||||
| Specialist clinics | ||||||||||||||||||||
| Corporate patients | ||||||||||||||||||||
| Inpatients | 1,139 | 1,448 | 13 | 1,143 | 11 | |||||||||||||||
| Outpatients | 1,878 | 2,388 | 21 | 2,229 | 22 | |||||||||||||||
| Total Corporate patients | 3,016 | 3,837 | 34 | 3,372 | 33 | |||||||||||||||
| Individual patients | ||||||||||||||||||||
| Inpatients | 1,631 | 2,075 | 18 | 1,338 | 13 | |||||||||||||||
| Outpatients | 3,548 | 4,513 | 40 | 5,341 | 54 | |||||||||||||||
| Total individual patients | 5,180 | 6,588 | 58 | 6,679 | 67 | |||||||||||||||
| General practice clinics | ||||||||||||||||||||
| Corporate patients | 545 | 693 | 6 | - | - | |||||||||||||||
| Individual patients | 159 | 202 | 2 | - | - | |||||||||||||||
| Total Group revenue | 8,900 | 11,320 | 100 | 10,051 | 100 | |||||||||||||||
During the year ended June 30, 2025, we had approximately 964 patients referred by our corporate clients and 13,161 individual patients and the revenues generated from our ten largest customers represented approximately 4.0% of our revenues for the same period, while such ten largest customers include three corporate clients who refer their employees to us for treatment. During the year ended June 30, 2024, we had approximately 989 patients referred by our corporate clients and 4,433 individual patients and the revenues generated from our ten largest customers represented approximately 4.0% of our revenues for the same period, while such ten largest customers include seven corporate clients who refer their employees to us for treatment.
Sales and Marketing
Our marketing and business development activities are spearheaded by our management and senior medical practitioner leaders who plan and formulate our overall objectives and business strategies within the ambits of the applicable guidelines issued by the MOH and the relevant laws and regulations in Singapore. We have a dedicated corporate marketing team comprising of a marketing supervisor and several marketing staff who implement and monitor our marketing and business development initiatives.
We market our services and develop our business through the following methods:
| ● | Personal referrals. Personal referrals by “word of mouth” have proven to be a particularly effective method. This is our Group’s most important asset and strong point. Through this “soft” marketing approach, we attract quality patients who are confident in our healthcare services. We will continue to cultivate brand loyalty and goodwill amongst our existing patients. | |
| ● | Advertising and social media. In order to create awareness of our Group, we make use of traditional newspaper advertisements, Google advertisements as well as social media in compliance with all relevant laws, rules, and regulations, including but not limited to the SMC’s Ethical Code and Ethical Guidelines, as well as the advertising guidelines and publicity regulations published under the Singapore Private Hospitals and Medical Clinics Act. Our digital media presence through our website and social media, and search engine optimization has enabled us to increase our brand awareness and customer reach and drive business volumes. | |
| ● | Panels of insurance companies. Our clinics have been selected by several insurance providers as preferred medical care providers. The inclusion of our clinics on these panels provides another avenue through which we are able to reach new customers. | |
| ● | Corporate marketing. We recognize that corporate clients are an important source of income, and we actively pursue corporate client accounts through conducting presentations at potential corporate client’s premises. Our marketing team is constantly engaging current and new corporate clients to understand their needs and requirements. Prospective corporate clients are also presented with highly competitive preferential rates for the specialist healthcare services offered by our Group that are tailored to the needs of their employees. | |
| ● | Participation in medical conferences, seminars and workshops. Our medical practitioners attend health conferences in Singapore and overseas. These events provide opportunities, either as guest speakers or participants, to network with other medical practitioners and the public to increase our presence in the medical industry. Such events are also opportunities for us to identify promising medical specialists that we may recruit to join our Group. |
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| ● | Corporate website. Our corporate website highlights the profiles of our specialist medical practitioners, the range of services that we provide and the location of our medical clinics. This allows us to raise the potential customers’ awareness of our Group and the services we provide in addition to traditional marketing methods. It is also an avenue for us to update the public on our Group’s latest activities and to educate the public on health issues. Direct online bookings continues to grow, in part because of effective search engine optimization. We have also been utilizing search engine optimization to improve our website traffic and widen our reach to our targeted audience in order to drive our business volumes. Information contained on our website does not constitute part of this report. |
We continually obtain market updates and keep abreast of the latest relevant technology in the healthcare industry, and we formulate growth strategies to increase our profile in the industry. This also enables us to devise growth strategies locally and overseas.
Quality Control and Training
We place a great emphasis on delivering quality personalized care for our patients. Our clinical decisions are made based on patients’ interests and contemporary evidence-based medicine. Our clinic operations team conducts regular training sessions for our medical professionals and support staff, regular surveillance and performance audits and provides professional support to ensure our medical professionals and support staff are in compliance with our operating procedures and business rules. As a condition of their employment, medical professionals are required to provide background information, certificates and evidence that they have complied with the applicable regulatory requirements and have a valid professional indemnity insurance policy.
We believe that service quality is vital to any industry and even more so in the medical and healthcare sectors. We comply with all MOH and SMC guidelines with regards to quality standards. We continually seek feedback from our patients via direct dialogue. The results are relayed to our medical professionals and management. Such feedback is taken seriously and is designed to contribute positively to the overall experience of the patient.
We recognize that the industry that we operate in is competitive, and it is vital to provide quality services and maintain high standards in our operations. We believe that staff training is important for our Group, capability and morale of our staff is of high importance, and that continual staff training and development is crucial to supporting the strategic vision of our Group and the future growth of our business and operations. In order to ensure that our employees are competent in their roles and responsibilities, staff training plays an important role in our operations, and comprises largely on-the-job training and in-house training.
OUR SUPPLIERS
Our patients typically obtain their required drugs and medication from our clinics. The drugs and medications that we prescribed include painkillers, antibiotics, and nerve repair medication. Generally such drugs are widely available, and we do not anticipate any substantive difficulties in procuring such drugs and medications. We have also not experienced significant fluctuations in the prices of such drugs and medications. We obtain such supplies primarily from wholesalers based in Singapore, with which we do not usually have long term contracts as we anticipate being able to have access to alternative suppliers at comparable prices. Other suppliers include laboratory tests service providers, and radiology service providers. For the year ended June 30, 2025, we had approximately 301 suppliers and expenses incurred in relation to our five largest suppliers represented approximately 12% of our total expenses for the same period. For the year ended June 30, 2024, we had approximately 85 suppliers and expenses incurred in relation to our five largest suppliers represented approximately 16% of our total expenses for the same period.
SEASONALITY
Due to the nature of our medical services, we have not observed any significant seasonal trends affecting our business operations and financial performance and results. We believe that there is no apparent seasonality affecting the business of providing orthopedics and other related services.
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INTELLECTUAL PROPERTY
Our primary intellectual property rights comprise website domain names (including “www.orthopaedicclinic.com.sg”, “www.baselorthopaedics.com”, www.baselneurosurgery.com and www.baselmedical.com,) and our registered trademark. Given the scale of our operations, which currently only covers Singapore, we currently have registered only one trademark. We may create and register other trademarks in the future as our business grows. We intend to protect our intellectual properties vigorously, but there can be no assurance that our efforts will be successful. Even if our efforts are successful, we may incur significant costs in defending our rights. From time to time, third parties may initiate litigation against us alleging infringement of their proprietary rights or declaring their non-infringement of our intellectual property rights.
EMPLOYEES
We had 36 full-time employees as of January 31, 2025, and 70 full-time employees as of January 31, 2026. The following table sets forth the number of our full-time employees categorized by function as of January 31, 2026:
| Function | Number of employees | |||
| Management | 4 | |||
| Medical practitioner | 13 | |||
| Clinical staff | 36 | |||
| Accounting, human resource and others | 9 | |||
| Marketing | 8 | |||
| Total | 70 | |||
C. Organizational Structure
Basel Medical is a BVI business company incorporated on August 10, 2023 with operations conducted by our subsidiaries based in Singapore. From 2004 to the 2020s, we expanded our operations and incorporated further operating entities in Singapore. The following entities were incorporated on the following dates primarily to serve different segments of our clientele, including dormant entities indicated below which do not have any operations to date:
| No. | Group entity | Date of incorporation | Purpose | |||
| 1. | Basel Medical Group Pte. Ltd. (formerly Singmed Specialists Pte. Ltd., which changed its corporate name in October 2024) | March 20, 2020 | Intermediate holding company | |||
| 2. | SSO Clinic (Singapore Sports & Orthopaedic Clinic Pte. Ltd.) | July 30, 2004 | Orthopaedic specialist clinics at Gleneagles | |||
| 3. | SSOC (SSOC Pte. Ltd.) | July 3, 2013 | Currently dormant | |||
| 4. | SSO Services (Singapore Sports & Orthopaedic Services Pte. Ltd.) | July 30, 2004 | Currently dormant | |||
| 5. | SSOS (SSSOS Pte. Ltd.) | July 3, 2013 | Currently dormant | |||
| 6. | Pharma Avenue Pte. Ltd. (formerly Singapore Sports and Physiotherapy Centre Pte. Ltd. which changed its corporate name in June 2025) | July 12, 2017 | Currently dormant | |||
| 7. | SKC (Singapore Knee, Sports and Orthopaedic Clinic Pte. Ltd.) | August 8, 2014 | Currently dormant | |||
| 8. | SKS (Singapore Knee, Sports and Orthopaedic Services Pte. Ltd.) | August 8, 2014 | Currently dormant | |||
| 9. | Basel Medflow Pte. Ltd. | May 16, 2025 | Currently dormant – to be used for medical supplies business | |||
| 10. | Bethesda Medical Pte. Ltd. | October 13, 1995 | General practitioner clinic | |||
| 11. | Oasis Medical Clinic Pte. Ltd | August 26, 2021 | General practitioner clinic | |||
| 12. | SSOC Farrer Park Pte. Ltd. | June 18, 2025 | Currently dormant – to be used for new orthopaedic specialist clinic at Farrer Park | |||
| 13. | SSOC Novena Pte. Ltd. | June 18, 2025 | Currently dormant – to be used for new orthopaedic specialist clinic at Novena | |||
| 14. | SSOC Orchard Pte. Ltd. | June 18, 2025 | Currently dormant – to be used for new orthopaedic specialist clinic at Orchard | |||
| 15. | Eyetrust Medical Pte. Ltd. | September 11, 2025 | Currently dormant – to be used for new eye specialist clinic | |||
| 16. | Chartered Imaging Pte. Ltd. | October 15, 2025 | Currently dormant – to be used for New imaging centre | |||
| 17. | Lucky Pet Service Pte. Ltd. | December 18, 2025 | To be used for vet services | |||
| 18. | Atlas Medical Concierge Pte. Ltd. | January 4, 2026 | To be used for medical concierge services | |||
D. Property, Plants and Equipment
We are headquartered in Singapore. Our corporate headquarters in Singapore is located at 6 Napier Road, Unit #02-10/11 Gleneagles Medical Centre, Singapore 258499.
We also lease our clinics at 6 Napier Road, Units #02-10/11 and #03-07, Gleneagles Medical Centre, Singapore, 406 Tampines Street 41 #01-31, 152 Beach Road #03-08 & #03-08A Gateway East, 38 Margaret Drive #02-03, 500 Lorong 6 Toa Payoh #04-33, 3 Temasek Boulevard #03-330 Suntec City Mall and 601 Macpherson Road #01-04. We believe our properties are sufficient for our current needs and that, should it be needed, suitable additional space will be available on commercially reasonable terms to accommodate any such expansion of our operations.
ITEM 4A. UNRESOLVED STAFF COMMENTS
Not applicable.
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ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion and analysis of our financial condition and results of operations for the year ended June 30, 2024 and 2025 should be read in conjunction with our audited consolidated financial statements and related notes for the fiscal years ended June 30, 2024 and 2025. This discussion and analysis and other parts of this document contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors. Factors that might cause future results to differ significantly from those projected in the forward-looking statements include, but are not limited to, those discussed below and elsewhere in this document. Under no circumstances should the inclusion of such forward-looking statements herein be regarded as a representation, warranty or prediction with respect to the accuracy of the underlying assumptions by our Company or any other person. These forward-looking statements that speak only as of the date hereof.
REVIEW OF RESULTS OF OPERATIONS
Revenue
Revenue increased by S$1,269,021, approximately 12.6%, from S$10,050,923 in year ended June 30, 2024 to S$11,319,944 (US$8,900,027) in year ended June 30, 2025. This increase in revenue was mainly attributable to the revenue generated by the newly acquired general practitioners clinic group of S$895,362.
For our orthopedic specialist clinic at Gleneagles, revenue increased by S$373,659, approximately 3.7%, from S$10,050,923 in year ended June 30, 2024 to S$10,424,582 (US$8,196,071) in year ended June 30, 2025. This increase in revenue was mainly attributable to higher patient count recorded for the clinics from the corporate patients in which revenue increased by S$464,885 in year ended June 30, 2025 as compared to year ended June 30, 2024. This is attributed to the rebound from the COVID pandemic, as construction workers constitute a large segment of our patients. As the construction sector continues to rebound post-COVID, there is an increase in injury-related cases. This increase in revenue is partially offset by the decrease in revenue from individual walk-in patients in which revenue decreased by S$91,225, in year ended June 30, 2025 as compared to year ended June 30, 2024.
Other income
Other income increased by S$1,291,460, approximately 280.1% from S$461,029 in the year ended June 30, 2024 to S$1,752,489 (US$1,377,851) in year ended June 30, 2025. This increase was mainly due to contribution from Bethesda group by S$870,419. In addition, interest income from fixed deposits and waiver of long outstanding balance in other creditors contributed partially to the increase.
Consumables, medical supplies and other related expenses
Consumables, medical supplies and other related expenses increased by S$304,323, approximately 13.5% from S$2,248,136 in the year ended June 30, 2024 to S$2,552,460 (US$2,006,809) in year ended June 30, 2025. The increase was in line with the increase in revenue.
Employee benefit expense
Employee benefit expense increased by S$2,758,991, approximately 75.8% from S$3,638,942 in the year ended June 30, 2024 to S$6,397,933 (US$5,030,217) in the year ended June 30, 2025. This increase was mainly due to an increase in headcount and bonus payments. With the acquisition of the Bethesda group, the additional staff from Bethesda group also contributed to the increase.
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Depreciation expense
Depreciation expense increased by S$652,401 or 123.4%, from S$528,727 in the year ended June 30, 2024 to S$1,181,128 (US$928,633) in the year ended June 30, 2025. This was mainly contributed by the Bethesda group as a result of depreciation from right of use assets.
Rent expense
Rent expense increased by S$137,895 or 4,336.3%, from S$3,180 in the year ended June 30, 2024, to S$141,075 (US$110,917) in the year ended June 30, 2025 due to a short term lease of office.
Other operating expenses
Other operating expenses increased by S$1,788,040 or 118.2% from S$1,512,168 in the year ended June 30, 2024 to S$3,300,208 (US$2,594,707) in the year ended June 30, 2025. Other operating expenses from the newly acquired Bethesda group contributed to S$317,633 of the increase in other operating expenses. Furthermore, exchange loss resulting from the strengthening of the USD against SGD and professional fees incurred further contributed to the increase.
Finance costs
Finance costs increased by S$27,710 or 15.7% from S$176,238 in the year ended June 30, 2024 to S$203,948 (US$160,349) in year ended June 30, 2025, mainly due to increase in interest expense for term loans.
Impairment loss on goodwill
S$10,349,252 (US$8,136,844) impairment loss on goodwill was recognized for year ended June 30, 2025 from the acquisition of the Bethesda group. As the group was newly acquired and its operations and performance has yet to be turned around, on prudent basis, the full amount of goodwill has been impaired.
Profit before tax
Profit before tax decreased by S$13,458,131 from a profit of S$2,404,561 in the year ended June 30, 2024 to a loss of S$11,053,571 (US$8,690,598) in the year ended June 30, 2025, mainly arising from impairment loss on goodwill of S$10,349,252.
Income tax expense
Income tax expense decreased by S$749,154 from S$331,761 in the year ended June 30, 2024 to a tax benefit of S$417,393 (US$328,165) in the year ended June 30, 2025, due to reversal of over-provision of tax for prior years.
REVIEW OF FINANCIAL POSITION
As at June 30, 2025
Current Assets
Current assets amounted to S$13,293,998 (US$10,452,078) or 71.2% of the total assets as at June 30, 2025, and mainly comprised inventories, trade and other receivables, cash and cash equivalents, deferred offering costs and current tax assets.
Inventories amounted to S$489,062 (US$384,513) and accounted for 3.7% of the current assets, and comprised of drugs and medical supplies.
Trade and other receivables amounted to S$9,489,266 (US$7,460,701) and accounted for 71.4% of the current assets, which are mainly trade receivables due from corporate clients, deposits, and other receivables.
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Cash and cash equivalents amounted to S$3,044,466 (US$2,393,636), and accounted for 22.9% of the current assets.
Deferred offering costs amounted to S$31,797 (US$25,000), and accounted for 0.2% of the current assets.
Current tax assets amounted to S$239,407 (US$188,228), and accounted for 1.8% of the current assets.
Non-Current Assets
As at June 30, 2025, non-current assets amounted to S$5,385,904 (US$4,234,534) or 28.8% of our Group’s total assets. Non-current assets mainly consist of right of use assets from lease properties of S$4,949,372 (US$3,891,322), deferred tax assets of S$47,875 (US$37,640), and property and equipment of S$388,657 (US$305,572).
Current Liabilities
Current liabilities amounted to S$10,161,209 (US$7,989,000) and accounted for 76.7% of our total liabilities, and comprised of trade and other payables, borrowings, amount due to related parties and asset retirement obligation.
Trade and other payables amounted to S$6,574,785 (US$5,169,262) and accounted for 64.7% of our current liabilities. Trade and other payables mainly comprised trade payables to suppliers in relation to the purchases of consumables and medical supplies, accrued bonus for employees and goods and services tax payable.
Borrowings, which amounted to S$2,121,119 (US$1,667,677) and accounted for 20.9% of our current liabilities, mainly related to lease liabilities.
Amount due to related parties of S$1,450,305 (US$1,140,266), or 14.3% of our Group’s total current liabilities.
Asset retirement obligation of S$15,000 (US$11,795), or 0.1% of our Group’s total current liabilities.
Non-current liabilities
Non-current liabilities amounted to S$3,080,537 (US$2,421,996) and accounted for 23.5% of our total liabilities. Non-current liabilities comprised of lease liabilities of S$2,956,727 (US$2,324,654), and deferred tax liabilities of S$123,810 (US$97,342).
Total Equity
Total equity amounted to S$5,438,156 (US$4,275,616), mainly comprising S$34,208,562 (US$25,609,109) of share capital, S$24,455,170 (US$18,362,500) of merger reserve arising from group restructuring, S$3,854,948 (US$2,695,407) of retained earnings, translation reserve of S$463,787 (US$278,337) and non-controlling interest of S$3,499 (US$2,751).
LIQUIDITY AND CAPITAL RESOURCES
We financed our growth and operations through a combination of shareholders’ equity (including retained profits), net cash generated from operating activities, and borrowings from financial institutions. Our principal uses of cash have been for operational expenses, working capital purposes and payment of taxes.
As at June 30, 2025, we had cash and cash equivalents of S$3,044,466 (US$2,393,636) and equity attributable to owners of our Company amounted to S$5,434,657 (US$4,272,865).
Our Directors are of the reasonable opinion that, after taking into consideration the cash flows generated from our operations, our external borrowings and our existing cash and cash equivalents, and without considering any subsequent drawdowns thereof, the working capital available to our Group is sufficient to meet our present requirements and for at least 12 months after the period end.
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We set out below a summary of our consolidated statements of cash flows for the year under review. The following net cash flow summary should be read in conjunction with the full text of this document, including consolidated financial statements for the year ended June 30, 2025 and 2024, as set out in this document.
| Year ended June 30 | ||||||||||||
| 2025 | 2024 | |||||||||||
| US$’ 000 | S$’ 000 | S$’ 000 | ||||||||||
| Net cash (used in)/ generated from operating activities | (3,180 | ) | (4,044 | ) | 2,509 | |||||||
| Cash generated from/ (used in) investing activities | (8,567 | ) | (10,897 | ) | (8 | ) | ||||||
| Net cash generated from/ (used in) financing activities | 12,971 | 16,498 | (1,767 | ) | ||||||||
| Net increase /(decrease) in cash and cash equivalents | 1,224 | 1,557 | 734 | |||||||||
| Cash and cash equivalents at beginning of financial year | 1,534 | 1,951 | 1,217 | |||||||||
| Effects of currency translation on cash and cash equivalents | (365 | ) | (464 | ) | - | |||||||
| Cash and cash equivalents at end of financial year | 2,394 | 3,044 | 1,951 | |||||||||
Year ended June 30, 2025
For the year ended June 30, 2025, we used operating cash flows before working capital changes of S$1,766,409 (US$1,388,794). Net changes in working capital amounted to -S$4,958,188 (-US$3,898,253). This was due mainly to an increase in trade and other receivables of S$8,687,432 (US$6,830,279), an increase in trade and other payables of S$4,003,506 (US$3,171,245) and an increase in inventories of S$304,262 (US$239,218). We paid interest of S$203,948 (US$160,349) and income tax of S$648,293 (US$509,704) in the year ended June 30, 2025. As a result, the net cash used in operating activities amounted to S$4,044,020 (US$3,179,511).
Cash generated used in investing activity amounted to S$10,896,890 (US$8,567,411), mainly due to acquisition of new subsidiary of S$10,339,950 (US$8,129,531) and acquisition of property and equipment of S$ 556,940 (US$437,880).
Net cash generated from financing activities of S$16,498,110 (US$12,971,232) was mainly due to proceed of share issuance of S$9,753,384 (US$7,668,358), decrease in amount due from related parties of S$10,557,240 (US$8,300,370), proceeds from borrowings of S$4,000,000 (US$3,144,901), decrease in deferred offering costs of S$1,556,226 (US$1,223,543). This increase was partially offset by repayment of borrowings of S$8,261,290 (US$6,495,235) and payment of principal portion of lease liabilities of S$1,321,600 (US$1,039,075).
As a result of the above, our Group’s cash and cash equivalents increased by S$1,093,413 from S$1,951,053 as at June 30, 2024 to S$3,044,466 (US$2,393,636) as at June 30, 2025.
CAPITAL EXPENDITURES AND CONTINGENT LIABILITIES
There were no material capital expenditures other than routine purchases of medical, computer and office equipment. The Group has no known contingent liabilities as at June 30, 2025.
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SIGNIFICANT ACCOUNTING POLICIES CHANGES
The accounting policies have been consistently applied by the Group during the years under review, except for the changes in accounting policies as discussed in the consolidated financial statements appended to this document.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
The following table sets forth certain information relating to our executive officers and directors as of the date of this annual report. Unless otherwise stated, the business address for our directors and executive officers is that of our principal executive offices at 6 Napier Road, Unit #02-10/11 Gleneagles Medical Centre, Singapore 258499.
| Directors and Executive Officers | Age | Position | ||||
| Darren Yen Feng Chhoa | 39 | Chief Executive Officer | ||||
| Jianing Lu | 37 | Director and Chief Financial Officer | ||||
| Tan Boon Chye (Darren) | 46 | Chief Commercial Officer | ||||
| Keng Leong Fung (Raymond) | 50 | Director and Chairman of the Board | ||||
| Paul Freudenthaler | 62 | Independent Director | ||||
| Tony Chen | 62 | Independent Director | ||||
| Kwek Yoon Soong | 60 | Independent Director | ||||
Dr. Darren Chhoa, (MD GDHM MACHE), Group Chief Executive Officer. Dr. Darren joined our Group in June 2024. He leads our Group’s health value proposition strategy and also focuses on expansion and introduction of latest clinical solutions into the Group’s practices. Dr. Darren also oversees and develop partnerships and collaborations with other healthcare organizations and stakeholders to enhance Basel’s service delivery and patient care. Additionally, Dr. Darren’s role includes leading enterprise clinical business development opportunities focusing on care delivery models, technologies, and products. Dr. Darren has led many initiatives over the past 12 years and has been directly involved in building a health unicorn in Asia-Pacific in his previous appointments. He also is accountable for Basel’s environmental stewardship work, corporate social responsibility projects, to which the Basel group offers clinical services and pharmaceutical support to the under-served and financially challenged communities around the world. From November 2016 to March 2022, Dr. Darren served as the medical director and vice president with the Fullerton Healthcare Group. From March 2022 to April 2024, Dr. Darren served as a senior director (Health Services) with MHC Health (HMI Group).
Jianing Lu, Director and Chief Financial Officer. Ms. Lu joined our group in January 2024 and leads our group’s accounting, finance, reporting and budgetary functions. From June 2018 to December 2021, Ms. Lu served in a leadership role with BaselCorp Pte Ltd, a Singapore-based professional services firm in accounting, tax, and payroll, where she managed a portfolio of clients and led and oversaw the execution of the accounting team. From January 2022 to December 2023, Ms. Lu was the finance manager for The Farrer Park Company Pte Ltd, a hospital and hotel holding company, where she oversaw financial and statutory reporting, assisted with the treasury function, as well as budget planning and forecasting. Ms. Lu graduated from Nanyang Technological University in Singapore with a bachelor’s degree in accountancy and is a Chartered Accountant.
Tan Boon Chye (Darren), Group Chief Commercial Officer. Mr. Tan joined us as our Chief Commercial Officer in August 2025. Mr. Darren Tan began his entrepreneurial journey in 2007 with a marketing venture. With extensive experience in business consulting, marketing, financing, and corporate development, he has a proven track record in business. A graduate of the University of London (BSc Accounting & Finance), Mr. Tan has also co-founded multiple companies across diverse industries. His achievements have been recognized with the 2010 Successful Entrepreneur Award (Platinum Category) and the 2011 SME1 Asia Emerging Award, and he has been featured by Global Business Magazine, Channel News Asia, and Phoenix Satellite TV.
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Keng Leong Fung (Raymond), Director and Chairman of the Board. Mr. Fung is the founder of Basel Medical Group Ltd prior to our listing on Nasdaq and serves as our adviser. He has extensive experience in Family Offices, Merger and Acquisition, Capital Market Advisory, Risk & Compliance and Fund Operations. Prior to founding the Basel Medical Group, he started BaselCorp in 2012 as a corporate and financial services firm which was later merged with Incorp Asia. Being a shareholder of the enlarged group, he was in charge of its family offices and financial services. With a portfolio of 15,000 corporate clients across eight countries, Incorp Asia was eventually sold to Hillhouse Capital in 2023. Before establishing BaselCorp, Mr. Fung was a team manager in Citibank in charge of institutional investment funds compliance and trustee operations. He was also a finance lead in the Singapore Ministry of Defence handling defence budget. He started his career as an auditor in a Singapore audit firm.
Mr. Fung served as a non-executive director for various private companies. He was also the advisor and director to various international non-profit organization set up by the Oil and Gas Safety Council and other medical associations. He was also the honorary chairman for Global Chinese Societies Exchange Association. Mr. Fung holds a Master of Business Administration from Nanyang Business School, Nanyang Technological University of Singapore, and is a member of the Institute of Singapore Chartered Accountants.
Paul Freudenthaler, Independent Director. Mr. Freudenthaler is an independent director on our board. He is the former chief financial officer and current board member and board secretary for Freight Technologies Inc. (Nasdaq: FRGT). Prior thereto, Mr. Freudenthaler served as the chief financial officer for several leading companies in both the U.S. and Mexico. From August 2015 to April 2016, he was the chief financial officer for EZ Corp., the Mexico division of Crediamigo, a payroll discount lender. From November 2016 to August 2020, Mr. Freudenthaler was the chief financial officer of Ascentium Capital, an independent small business lender in the U.S. Mr. Freudenthaler drove the growth and successful sale of Ascentium Capital from private equity investors to one of the largest banks in the United States. Mr. Freudenthaler was the chief financial officer for Old Mutual in Latin America from June 2012 to July 2015, Macquarie in Mexico City from June 2009 to May 2012 and Irwin Union Bank in the United States from August 2005 to August 2008. Mr. Freudenthaler’s experience includes successful public offerings and a number of acquisitions totaling well over US$1 billion in both Mexico and the United States. Mr. Freudenthaler was born in Canada and grew up in Mexico City, before spending the following 30 years splitting his time among Mexico, the U.S. and Canada. Mr. Freudenthaler earned his MBA in Finance from The Wharton School of Business, a CPA License from Texas State Board of Public Accounting, and a Bachelor of Commerce in Accounting and Economics from the University of Calgary, Canada. We believe Mr. Freudenthaler’s extensive experience and knowledge in financials and management will help the Group effectively manage corporate risks.
Tony Chen, Independent Director. Mr. Chen is an independent director on our board. He is the CEO of Zirauti Global Ventures, a services company in global commodities trading. He also serves as an advisor to AeroGreens Indonesia, a fast-growing agribusiness company which he cofounded in August 2020. From May 2017 to December 2022, Mr. Chen was the group managing director for Platindo Group, Indonesia, where he oversaw the group’s overall business development and strategy. From March 2002 to September 2009, Mr. Chen served as the CEO for Microsoft Indonesia, in which Microsoft Indonesia won the world’s best subsidiary for two consecutive years (2007 and 2008). From August 1996 to February 2002, Mr. Chen was the country sales director for Oracle Indonesia. Prior to Oracle, Mr. Chen also served with Andersen Consulting, Dun & Bradstreet and Stratus Computer. Mr. Chen graduated from UNINUS, Bandung, Indonesia with a bachelor’s degree in computer science, and obtained various trainings in business, management and leadership from many institutions, including the Harvard Business School in Boston. We believe that Mr. Chen is well qualified to serve on our board due to his wealth of professional experiences and qualifications.
Kwek Yoon Soong, Independent Director. Mr. Soong is an independent director on our board. Mr. Soong possesses extensive experience in the insurance industry in Singapore. From October 2018 to December 2022, he was the Chief Agency Officer of Prudential Insurance Company Singapore. In this role, he oversaw the agency channel and managed a 5,000-strong agency force. He began his career as an insurance agent in 1989. Mr. Soong brings with him many years of experience in training, recruitment and business development which includes leading and driving agency sales, manpower and productivity targets. Prior to joining Prudential, Mr. Soong was a consultant with Zurich Insurance Plc from October 2013 to September 2017 and engaged in projects to transform the agency channel, improve agent productivity and drive revenue growth for Zurich’s subsidiary insurers in ASEAN including Zurich Topas Life (Indonesia) and Zurich Global Life (Singapore). At Allianz Asia Pacific, Mr. Soong was Senior Regional Manager from September 1999 to June 2008 and from November 2011 to September 2013. During his tenure he was seconded as the Chief Agency Officer of Pioneer Life (Philippines) (January 2006 — December 2008), Ayudhya Allianz (Thailand) (October 2004 — June 2005), Allianz Dazhong (China) (February 2003 — September 2004) and Pioneer-Allianz (Philippines) (February 2002 — February 2003). A Singaporean, Mr. Soong graduated from National University of Singapore Law School.
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There are no family relationship between any of the persons named above. To the best of our knowledge, there are no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a director or member of senior management, other than Mr. Keng Leong Fung (Raymond) and Mr. Tan Boon Chye (Darren), who were nominated to the abovementioned positions by Rainforest Capital VCC, which is the majority and controlling shareholder of the Company.
B. Compensation
Compensation of Directors and Executive Officers
In the years ended June 30, 2024 and 2025, we paid an aggregate of US$148,597 and US$584,165 respectively in cash compensation to our directors and executive officers as a group. None of our directors or executive officers receives pension, retirement or other similar benefits from us, and we have not set aside or accrued any amount to provide such benefits to our directors or executive officers. Our subsidiaries in Singapore are required by the applicable laws and regulations of Singapore to make contributions, as employers, to the Central Provident Fund for all employees (including our executive officers) who are employed under a contract of service by our Singapore subsidiaries as prescribed under the Central Provident Fund Act 1953. The contribution rates vary, depending on the age of the employee, and whether such employee is a Singapore citizen or permanent resident (contributions are not required or permitted in respect of a foreigner on a work pass). Our directors’ service contracts with the Company do not provide for material benefits upon termination of employment.
Indemnification Agreements
We have entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or executive officer of the Company.
C. Board Practices
Board of Directors
Our board of directors currently consists of five directors, including two executive directors and three independent directors. The powers and duties of our directors include convening general meetings and reporting our board’s work at our shareholders’ meetings, declaring dividends and distributions, determining our business and investment plans, appointing officers and determining the term of office of the officers, preparing our annual financial budgets and financial reports, formulating proposals for the increase or reduction of our authorized shares as well as exercising other powers, functions and duties as conferred by our post-offering amended and restated memorandum and articles of association. A director may exercise all the powers of our company to borrow money and to mortgage or charge its undertaking, property and assets (present and future) and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of our company or of any third party. A director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the directors at which any such contract or proposed contract or arrangement is considered. A director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with us is required to declare the nature of his interest at a meeting of our directors. A general notice given to the directors by any director to the effect that he is a member, shareholder, director, partner, officer or employee of any specified company or firm and is to be regarded as interested in any contract or transaction with that company or firm shall be deemed a sufficient declaration of interest for the purposes of voting on a resolution in respect to a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction.
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Duties of Directors
Under British Virgin Islands law, the directors owe fiduciary duties at both common law and under statute, including a statutory duty to act honestly, in good faith and with a view to our best interests. When exercising powers or performing duties as a director, the director is required to exercise the care, diligence and skill that a reasonable director would exercise in the circumstances taking into account, without limitation, the nature of the company, the nature of the decision and the position of the director and the nature of the responsibilities undertaken by him. In exercising the powers of a director, the directors must exercise their powers for a proper purpose and shall not act or agree to the company acting in a manner that contravenes the post-offering amended and restated memorandum and articles of association or the BVI Act.
Under British Virgin Islands law, the directors owe fiduciary duties at both common law and under statute, including a statutory duty to act honestly, in good faith and with a view to our best interests. When exercising powers or performing duties as a director, the director is required to exercise the care, diligence and skill that a reasonable director would exercise in the circumstances taking into account, without limitation, the nature of the company, the nature of the decision and the position of the director and the nature of the responsibilities undertaken by him. In exercising the powers of a director, the directors must exercise their powers for a proper purpose and shall not act or agree to the company acting in a manner that contravenes our post-offering amended and restated memorandum and articles of association or the BVI Act.
In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience which that director has.
British Virgin Islands law does not regulate transactions between a company and its significant members, however it does provide that such transactions must be entered into bona fide in the best interests of the company and not with the effect of constituting a fraud on the minority members. We have adopted a code of business conduct and ethics which requires employees to fully disclose any situations that could reasonably be expected to give rise to a conflict of interest, and sets forth relevant restrictions and procedures when a conflict of interest arises to ensure the best interest of the Company.
As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position.
Terms of Directors and Executive Officers
Pursuant to our amended and restated memorandum and articles of association, directors are appointed and removed by a resolution of members. Our board of directors has the power from time to time and at any time to appoint any person as a director to fill a vacancy on the board or as an additional director provided that the appointment does not cause the number of directors to exceed any number fixed by or in accordance with the post-offering amended and restated memorandum and articles of association as the maximum number of directors. Our directors shall be appointed for such term as may be determined by the members and will hold their offices until expiration of their respective terms of office and until their successors shall have been appointed and qualified. In addition, the office of any of our directors shall be vacated if the director (i) gives notice in writing to the Company that he resigns the office of director; or (ii) absents himself (for the avoidance of doubt, without being represented by proxy) from three consecutive meetings of the board of directors without special leave of absence from the directors, and the directors pass a resolution of directors confirming that he has by reason of such absence vacated office; or (iii) dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; or (iv) the director is found to be or becomes of unsound mind; or (v) the other directors (being not less than two in number) determine that he should be removed as a director, either by resolution of directors passed by a majority of the other directors at a meeting of the directors duly convened and held in accordance with the post-offering amended memorandum and articles of association or by resolution of directors in writing signed by a majority of the other directors; or (vi) the director becomes disqualified to act as a director under section 111 of the BVI Act. An appointment of a director may be on terms that the director shall automatically retire from office (unless he or she has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between the director and us, if any; but no such term shall be implied in the absence of express provision. Our officers are elected by and serve at the discretion of the board of directors.
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Board Committees
Our board of directors has an audit committee, a compensation committee and a nominating committee. Each committee’s members and functions are described below.
Audit Committee
Our audit committee consists of Paul Freudenthaler, Tony Chen and Kwek Yoon Soong, and is chaired by Paul Freudenthaler. Each member satisfies the “independence” requirements of Rule 5605(c)(2) of the Listing Rules of Nasdaq and meet the independence standards under Rule 10A-3 under the Securities Exchange Act of 1934, as amended. We have determined that Paul Freudenthaler qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for, among other things:
| ● | selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm; |
| ● | reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response; |
| ● | reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; |
| ● | discussing the annual audited financial statements with management and the independent registered public accounting firm; |
| ● | reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies; |
| ● | annually reviewing and reassessing the adequacy of our audit committee charter; |
| ● | meeting separately and periodically with management and the independent registered public accounting firm; and |
| ● | reporting regularly to the board of directors. |
Compensation Committee.
Our compensation committee consists of Tony Chen, Paul Freudenthaler and Kwek Yoon Soong, and is chaired by Tony Chen. Each member satisfies the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of Nasdaq. The compensation committee assists the board of directors in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our executive officers may not be present at any committee meeting during which their compensation is deliberated upon. The compensation committee is responsible for, among other things:
| ● | reviewing the total compensation package for our executive officers and making recommendations to the board of directors with respect to it; |
| ● | approving and overseeing the total compensation package for our executives other than the three most senior executives; |
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| ● | reviewing the compensation of our directors and making recommendations to the board of directors with respect to it; and |
| ● | periodically reviewing and approving any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, and employee pension and welfare benefit plans. |
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee consists of Kwek Yoon Soong, Tony Chen and Paul Freudenthaler, and is chaired by Kwek Yoon Soong. Each member satisfies the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of Nasdaq. The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board of directors and its committees. The nominating and corporate governance committee is responsible for, among other things:
| ● | recommending nominees to the board of directors for election or re-election to the board of directors, or for appointment to fill any vacancy on the board of directors; |
| ● | reviewing annually with the board of directors the current composition of the board of directors with regards to characteristics such as independence, age, skills, experience and availability of service to us; |
| ● | selecting and recommending to the board of directors the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate governance committee itself; and |
| ● | monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. |
Foreign Private Issuer Status
Nasdaq Listing Rule 5615(a)(3)(A) provides (with certain exceptions not relevant to the conclusions expressed herein) that a Foreign Private Issuer may follow its home country practice in lieu of the requirements of the Rule 5600 Series, the requirement to disclose third party director and nominee compensation set forth in Rule 5250(b)(3), and the requirement to distribute annual and interim reports set forth in Rule 5250(d), provided, however, that such a Company shall: comply with the Notification of Noncompliance requirement (Rule 5625), the Voting Rights requirement (Rule 5640), have an audit committee that satisfies Rule 5605(c)(3), and ensure that such audit committee’s members meet the independence requirement in Rule 5605(c)(2)(A)(ii) and that Nasdaq Information Memorandum IM-5615-3 provides that a Foreign Private Issuer that elects to follow country practice in lieu of a requirement of Rules 5600, 5250(b)(3) or 5250(d) shall submit to Nasdaq a written statement from an independent counsel in such company’s home country certifying that the company’s practices are not prohibited by the home country’s laws.
As permitted by the Nasdaq listing rules, we have elected to follow certain BVI corporate governance practices in lieu of certain requirements of the listing rules of Nasdaq below:
| ● | Nasdaq Marketplace Rule 5605(b)(1) provides that each Listed Company must have a board of directors comprised of a majority of independent directors as required by Rule 5605(b)(1). | |
| ● | Nasdaq Marketplace Rule 5605(b)(2) provides that each Listed Company must have regularly scheduled meetings at which only independent directors present (“executive sessions”), as required by Rule 5605(b)(2). |
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| ● | Nasdaq Marketplace Rule 5620 provides that (with certain exceptions) each Listed Company shall hold an annual meeting of shareholders no later than one year after the end of the company’s fiscal year-end. | |
| ● | Nasdaq Marketplace Rule 5620(b) provides that each Listed Company is required to solicit proxies and provide proxy statements for all shareholder meetings. It must also provide copies of its proxy solicitation to Nasdaq. | |
| ● | Nasdaq Marketplace Rule 5635 sets forth the circumstances under which shareholder approval is required prior to an issuance of securities in connection with: (i) the acquisition of the stock or assets of another company; (ii) equity-based compensation of officers, directors, employees or consultants; (iii) a change of control; and (iv) transactions other than public offerings. | |
| ● | Nasdaq Marketplace Rule 5250(b)(3) provides that each Listed Company must disclose all agreements and arrangements in accordance with this rule by no later than the date on which the company files or furnishes a proxy or information statement subject to Regulation 14A or 14C under the Securities Exchange Act of 1934 in connection with the company’s next shareholders’ meeting at which directors are elected. | |
| ● | Nasdaq Marketplace Rule 5250(d) provides that each Listed Company is required to distribute annual and interim reports to shareholders. |
The Company’s practices with regard to these exemptions are not prohibited by the BVI Business Companies Act (Revised Edition) 2020 or the amended and restated memorandum and articles of association of the Company as currently in effect.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics. We seek to conduct business ethically, honestly, and in compliance with applicable laws and regulations. Our Code of Business Conduct and Ethics sets out the principles designed to guide our business practices-compliance, integrity, respect and dedication. The code applies to all directors, officers, employees and extended workforce. We expect our suppliers, contractors, consultants, and other business partners to follow the principles set forth in our code when providing goods and services to us or acting on our behalf.
D. Employees
As at June 30, 2023, 2024 and 2025, the Group employed a total of 23, 28 and 82 full-time employees respectively in Singapore.
E. Share Ownership
Ownership of the Company’s shares by its directors and executive officers is set forth in “ Item 7. Major Shareholders and Related Party Transactions —A. Major Shareholders” of this annual report.
F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation
Not applicable.
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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
The following table sets forth information regarding the beneficial ownership of Ordinary Shares as of November 17, 2025 by:
| ● | each person known by us to be the beneficial owner of more than 5% of Ordinary Shares; | |
| ● | each of our directors and executive officers; and | |
| ● | all our directors and executive officers as a group. |
Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to, or the power to receive the economic benefit of ownership of, the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares that the person has the right to acquire within 60 days are included, including through the exercise of any option or other right or the conversion of any other security. The percentage of our Ordinary Shares beneficially owned is computed on the basis of 18,785,750 Ordinary Shares issued and outstanding as of November 17, 2025. Unless otherwise noted, the business address for each of our directors and executive officers is 6 Napier Road, Unit #02-10/11 Gleneagles Medical Centre, Singapore 258499.
| Ordinary shares beneficially owned | ||||||||
Number of ordinary shares | Percentage of beneficial ownership | |||||||
| Directors and Executive Officers | ||||||||
| Darren Yen Feng Chhoa | — | — | ||||||
| Jianing Lu | — | — | ||||||
| Tan Boon Chye (Darren) (1) | 10,205,229 | 54.3 | % | |||||
| Keng Leong Fung (Raymond)(1) | 10,205,229 | 54.3 | % | |||||
| Paul Freudenthaler | — | — | ||||||
| Tony Chen | — | — | ||||||
| Kwek Yoon Soong | — | — | ||||||
| All Directors and Executive Officers as a Group | — | — | ||||||
| Principal Shareholders: | ||||||||
| Rainforest Capital VCC, acting on behalf of its sub-funds, Basel Medical Fund, Fan Mingchun, Wei Hua and Baselcorp Capital (1) | 10,205,229 | 54.3 | % | |||||
Note:
| (1) | Rainforest Capital VCC is a variable capital company incorporated in Singapore and holds 9,997,910 ordinary shares, 23,256 ordinary shares, 46,512 ordinary shares, and 106,901 ordinary shares of the Company on behalf of Rainforest Capital VCC’s four subfunds, Basel Medical Fund, Fan Mingchun, Wei Hua and Baselcorp Capital respectively. Tan Boon Chye (Darren) and Keng Leong Fung (Raymond) are the major beneficial owners of Rainforest Capital VCC. AIP Investment Partners Pte. Ltd., as the manager of Rainforest Capital VCC, controls Rainforest Capital VCC. Mengli Chen, as the director of Rainforest Capital VCC, controls Rainforest Capital VCC and, accordingly, may be deemed to beneficially own the shares that Rainforest Capital VCC beneficially owns in Basel Medical. Mengli Chen, Mi Suk Han and Hyoung Kyun Kim, as the directors of AIP Investment Partners Pte. Ltd., control AIP Investment Partners Pte. Ltd. and indirectly control Rainforest Capital VCC. The business address of AIP Investment Partners Pte. Ltd, Mi Suk Han and Hyoung Kyun Kim is 65 Chulia Street, #49-05/06, OCBC Centre, Singapore 049513. The business address of Rainforest Capital VCC and Mengli Chen is 600 North Bridge Road, #12-02, Parkview Square, Singapore 188778. |
To our knowledge, as of the date of this annual report, none of our Ordinary Shares were held by record holders in the United States. Because many of our Ordinary Shares are held by brokers or other nominees, we cannot ascertain the exact number of Ordinary Shares ultimately held by holders in the United States. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our Company.
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B. Related Party Transactions
In addition to the related party information disclosed elsewhere in this report, the following transactions with related parties took place at terms agreed between the parties during the periods indicated:
Year ended June 30, 2025 | Year ended June 30, 2024 | |||||||||||
| US$ | S$ | S$ | ||||||||||
| Loan to related party | 354,372 | 450,000 | — | |||||||||
| Interest income on loan to related party | 1,507 | 1,917 | — | |||||||||
| Payment made on behalf of related party | 7,862 | 10,000 | — | |||||||||
| Management fee | 3,852,504 | 4,900,000 | — | |||||||||
Loan to related party, interest income on loan to related party and payment made on behalf of related party are incurred between the group and the newly acquired Bethesda group. Management fee is incurred between the Singapore holding company and its subsidiary within the group.
Year ended June 30, 2025 | Year ended June 30, 2024 | |||||||||||
| US$ | S$ | S$ | ||||||||||
| Amount due from related parties | — | — | 10,557,240 | |||||||||
| Amount due to related parties | 1,140,266 | 1,450,305 | 1,422,849 | |||||||||
Amount due from related parties
On June 27, 2023, Rainforest Capital VCC (the “Purchaser”) entered into a sale and purchase agreement with Dr. Kevin Yip (the “Seller”) for the transfer of the entire share capital of Basel Medical Group Pte. Ltd. According to the sales and purchase agreement, the Provisional Consideration shall be an aggregate amount equivalent to the sum of S$24,000,000 (US$18,191,465) and the Agreed Amount. The Agreed Amount is computed based on the sum of the net amount due from Singmed Investment Pte. Ltd to the Group and the net amount due from a former director (Dr. Kevin Yip) to the Group less the net assets of the Group as at June 30, 2023. The Agreed Amount will be a negative figure if the sum of the net amount due from Singmed Investment Pte. Ltd to the Group and the net amount due from a director to the Group is more than the net assets of the Group as of June 30, 2023. The Agreed Amount was initially estimated to be negative S$5,000,000.
On July 1, 2023, S$11,800,000 (US$8,944,137) was paid from the Purchaser to the Seller. This was computed based on 70% of S$24,000,000 and Estimated Agreed Amount of negative S$5,000,000.
As part of the agreement on the purchase consideration between Rainforest Capital VCC as the buyer and Dr. Kevin Yip as the seller for the purchase of the shares of Basel Medical Group Pte. Ltd. under the sale and purchase agreement dated June 27, 2023, the outstanding receivables due from director, Dr. Kevin Yip, and related party, Singmed Investment Pte Ltd, have been assigned to and are borne by Rainforest Capital VCC. On August 23, 2024, Rainforest Capital VCC entered into a deed of undertaking (the “Repayment Deed”) with the Group, undertaking to fully transfer and pay to the Group, any and all outstanding receivables that is owed by Singmed Investment Pte Ltd and Dr. Kevin Yip to the Group, being S$11,877,624 (the “Loan Amount”), to the Group by September 2024.
The following table sets out the amounts owed to the Group by Rainforest Capital VCC, which has assumed the obligations of Dr. Kevin Yip and Singmed Investment Pte Ltd pursuant to the Repayment Deed as of the date indicated below.
| June 30, 2023 | June
30, 2023 | |||||||
| US$ | S$ | |||||||
| Amount due from a director | 976,453 | 1,320,457 | ||||||
| Amount due from related parties | 7,806,823 | 10,557,167 | ||||||
| Total | 8,783,276 | 11,877,624 | ||||||
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For the financial year ended June 30, 2024, the Group incurred an aggregate sum of S$900,000 (US$682,180) for professional medical practitioner salaries owed to Dr. Kevin Yip for his services from July 1, 2023 to June 30, 2024. Such sum of US$682,180 was set-off by the Group against the amounts owed to the Group by Dr. Kevin Yip and Singmed Investment Pte Ltd. Thus, following such set-off, as of June 30, 2024, total amounts due from Dr. Kevin Yip and Singmed Investment Pte Ltd is estimated to amount to US$8,101,096.
In addition, Rainforest Capital VCC has paid an aggregate sum of US$599,730 for the period from July 1, 2023 to June 30, 2024 on behalf of the Group for professional fees incurred in connection with the group’s initial public offering. On February 27, 2024, July 22, 2024 and July 31, 2024, Rainforest Capital VCC also repaid a sum of US$20,000, US$630,000 and US$4,048,000 respectively to the Group to partially settle the amounts due from a director and related parties. Finally, Rainforest Capital VCC has paid US$750,000 on August 15, 2024, US$750,000 on August 16, 2024, US$651,000 on September 20, 2024 and a final US$652,366 on September 23, 2024 pursuant to the Repayment Deed as final settlement of such amounts owed.
Following such repayment, the full amount due from a former director and Singmed Investment Pte Ltd, that has been assigned to Rainforest Capital VCC, has been fully paid off.
Amount due to related parties
Amount due to related parties consist of amount due to shareholders and directors. The amounts are non-trade in nature, unsecured, interest-bearing, repayable on demand and is to be settled in cash.
Amount due to a related parties represents advances provided to cover various business expenses and other expenditures incurred by the Group in the ordinary course of business.
C. Interests of Experts and Counsel
Not applicable.
ITEM 8. FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information
Financial Statements
Consolidated financial statements have been filed as part of this annual report.
Legal Proceedings
We may be involved from time to time in private actions, collective actions, class actions, investigations and various other legal proceedings by patients, consumers, employees, commercial partners, competitors and government agencies, among others, relating to, for example, personal injury cases, employment or labor-related disputes such as wrongful termination of employment, consumer complaints, contractual disputes with suppliers or commercial partners, disputes with third parties and regulatory inquiries and proceedings relating to compliance with privacy or other applicable regulations. We may also initiate various legal proceedings such as against former employees, suppliers or other third parties to enforce our rights. There are inherent uncertainties in these matters, some of which are beyond our management’s control, making the ultimate outcomes difficult to predict.
As of the date of this annual report, we are not a party to, nor are we aware of, any legal proceeding, investigation or claim which, in the opinion of our management, is likely to have a material adverse effect on our business, financial condition or results of operations.
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Dividend Policy
We have never declared or paid any cash dividend on our Ordinary Shares. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future. Any further determination to pay dividends on our ordinary shares would be at the discretion of our board of directors, subject to applicable laws, and would depend on our financial condition, results of operations, capital requirements, general business conditions, and other factors that our board of directors may deem relevant.
B. Significant Changes
Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our audited consolidated financial statements included in this annual report.
ITEM 9. THE OFFER AND LISTING
A. Offer and Listing Details
Our Ordinary Shares are listed on NASDAQ under the symbol “BMGL”. Holders of Ordinary Shares should obtain current market quotations for their securities.
B. Plan of Distribution
Not applicable.
C. Markets
Our Ordinary Shares are listed on NASDAQ under the symbol “BMGL”.
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
A. Share Capital
Not applicable.
B. Memorandum and Articles of Association
We incorporate by reference into this annual report the description of our amended and restated memorandum and articles of association in relation to our ordinary shares contained in our registration statement on Form F-1 as amended (File No.: 333-282096) filed with the SEC. For our board of directors, see “Item 6. Directors, Senior Management and Employees—C. Board Practices—Board of Directors.”
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C. Material Contracts
We have not entered into any material contracts other than in the ordinary course of business and other than those described in “Item 4. Information on the Company,” “Item 5. Operating and Financial Review and Prospects,” “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions” or elsewhere in this annual report.
D. Exchange Controls
There are no governmental laws, decrees, regulations or other legislation in the British Virgin Islands that may affect the import or export of capital, including the availability of cash and cash equivalents for use by the Company, or that may affect the remittance of dividends, interest, or other payments by the Company to non-resident holders of its Ordinary Shares.
E. Taxation
This summary does not purport to be a legal opinion or to address all tax aspects that may be relevant to a holder of our ordinary shares. Each prospective holder should consult its tax adviser as to the particular tax considerations to such holder of the ownership and disposition of our ordinary shares, including the applicability and effect of any other tax laws or tax treaties, of pending or proposed changes in applicable tax laws as of the date of this annual report, and of any actual changes in applicable tax laws after such date. It is emphasized that neither the Company nor any other persons involved in this annual report accepts responsibility for any tax effects or liabilities resulting from the holding or disposal of our Ordinary Shares.
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following is a discussion of the material U.S. federal income tax considerations relevant to the acquisition, ownership, and disposition of our ordinary shares by U.S. Holders (as defined below) that will hold our ordinary shares as “ capital assets” (generally, property held for investment) under the U.S. Internal Revenue Code of 1986, as amended, or the “Code”). This discussion is based upon applicable provisions of the Code, U.S. Treasury regulations promulgated thereunder, pertinent judicial decisions, interpretive rulings of the U.S. Internal Revenue Service, or the IRS, and such other authorities as we have considered relevant, all of which are subject to change, possibly with retroactive effect. This discussion does not address all aspects of U.S. federal income taxation that may be important to particular investors in light of their individual investment circumstances, including investors subject to special tax and/or reporting rules (for example, certain financial institutions; insurance companies; broker-dealers; pension plans; regulated investment companies; real estate investment trusts; tax-exempt organizations (including private foundations); holders who are not U.S. Holders (as defined below); holders who own (directly, indirectly, or constructively) 10% or more of the voting power or value of our stock; investors that will hold their ordinary shares as part of a straddle, hedge, conversion, constructive sale, or other integrated transaction for U.S. federal income tax purposes; investors that are traders in securities that have elected the mark-to-market method of accounting; investors that have a functional currency other than the U.S. dollar), or holders that acquire ordinary shares through the exercise of options or other convertible instruments or in connection with the provision of services, all of whom may be subject to tax rules that differ significantly from those discussed below.
In addition, this discussion does not address tax considerations relevant to U.S. Holders under any non-U.S., state or local tax laws, the Medicare tax on net investment income, the one-percent excise tax on stock repurchases, estate or gift tax, or the alternative minimum tax. Each U.S. Holder is urged to consult its tax advisors regarding the U.S. federal, state, local, and non-U.S. income and other tax considerations of an investment in ordinary shares.
The discussion below of U.S. federal income tax consequences applies to you if you are a “ U.S. Holder.” You are a U.S. Holder if you are a beneficial owner of our ordinary shares and you are: (i) an individual who is a citizen or resident of the United States for U.S. federal income tax purposes; (ii) a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created in, or organized under the law of any state of the United States, or the District of Columbia; (iii) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or (iv) a trust (A) the administration of which is subject to the primary supervision of a U.S. federal or state court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise validly elected to be treated as a U.S. person under the Code.
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If you are a partner in a partnership (including any entity or arrangement treated or elects to be treated as a partnership for U.S. federal income tax purposes) that holds our ordinary shares, your tax treatment generally will depend on your status and the activities of the partnership (or any such entity or arrangement treated as or elects to be treated as a partnership for U.S. federal income tax purposes). Partners in a partnership (or any such entity or arrangement treated as or elects to be treated as a partnership for U.S. federal income tax purposes) holding our ordinary shares should consult their tax advisors regarding the tax consequences of an investment in the ordinary shares.
Dividends
Subject to the PFIC rules discussed below, any cash distributions paid on our ordinary shares out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles, will generally be includible in your gross income as dividend income on the day actually or constructively received by you. Because we do not intend to determine our earnings and profits under U.S. federal income tax principles, any distribution paid will generally be treated as a dividend for U.S. federal income tax purposes by us. Dividends received by corporations on our ordinary shares may be eligible for the dividends received deduction allowed to U.S. corporations under the Code.
A non-corporate U.S. Holder generally may be subject to tax at preferential tax rates applicable to “ qualified dividend income,” provided that certain conditions are satisfied, including that (1) our stock is readily tradable on an established securities market in the United States, (2) we are neither a PFIC nor treated as such with respect to a U.S. Holder (as discussed below) for the taxable year in which the dividend was paid and the preceding taxable year, and (3) certain holding period requirements are met. U.S. holders are urged to consult their own tax advisors regarding the availability of the preferential rate for any dividends paid with respect to our ordinary shares.
For U.S. foreign tax credit purposes, dividends generally will be treated as income from foreign sources and generally will constitute “passive” category income. Depending on your particular circumstances, you may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any foreign withholding taxes imposed on dividends received on our ordinary shares. If you do not elect to claim a foreign tax credit for foreign tax withheld, you may instead claim a deduction, for U.S. federal income tax purposes, for the foreign tax withheld, but only for a year in which you elect to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex. You are urged to consult your tax advisor regarding the availability of the foreign tax credit under your particular circumstances.
Sale or Other Disposition of Ordinary Shares
Subject to the PFIC rules discussed below, you generally will recognize capital gain or loss upon the sale or other disposition of our ordinary shares in an amount equal to the difference, if any, between the amount realized upon the disposition and your adjusted tax basis in such ordinary shares. Any capital gain or loss will be long-term capital gain or loss if you have held the ordinary shares for more than one year, and will generally be U.S.-source gain or loss for U.S. foreign tax credit purposes. If such income were treated as U.S.-source income for foreign tax credit purposes, you might not be able to use the foreign tax credit arising from any tax imposed on the sale, exchange, or other taxable disposition of our ordinary shares unless such credit could be applied (subject to applicable limitations) against tax due on other income derived from foreign sources. The deductibility of a capital loss may be subject to limitations. You are urged to consult your tax advisor regarding the tax consequences if a foreign tax is imposed on a disposition of our ordinary shares, including the availability of the foreign tax credit under your particular circumstances.
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PFIC Rules
A non-U.S. corporation, such as our company, will be classified as a PFIC for U.S. federal income tax purposes for any taxable year, if either (i) 75% or more of its gross income for such year consists of certain types of “ passive” income or (ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains. For this purpose, cash is categorized as a passive asset and the company’s goodwill associated with active business activity is taken into account as an active asset. We will be treated as owning our proportionate share of the assets and income of any other corporation in which we own, directly or indirectly, more than 25% (by value) of the stock.
Based on the projected composition of our assets and income, we do not anticipate being classified as a PFIC for our taxable year ended June 30, 2025 or ending June 30, 2026. While we do not anticipate being classified as a PFIC, because the value of our assets for purposes of the PFIC asset test will generally be determined by reference to the market price of our ordinary shares, fluctuations in the market price of our ordinary shares may cause us to become a PFIC for the current or any subsequent taxable year. The determination of whether we will become a PFIC will also depend, in part, on the composition of our income and assets, which will be affected by how, and how quickly, we use our liquid assets and the cash raised in our initial public offering or subsequent fund raisings. Whether we are a PFIC is a factual determination and we must make a separate determination each taxable year as to whether we are a PFIC (after the close of each taxable year). Accordingly, we cannot assure you that we will not be classified as a PFIC for our taxable year ended June 30, 2025 or any future taxable year. If we are classified as a PFIC for any taxable year during which you hold our ordinary shares, we generally will continue to be treated as a PFIC, unless you make certain elections, for all succeeding years during which you hold our ordinary shares even if we cease to qualify as a PFIC under the rules set forth above.
If we are a PFIC for any taxable year during which you hold our ordinary shares, you will be subject to special tax rules with respect to any “ excess distribution” that you receive and any gain you realize from a sale or other disposition (including a pledge) of our ordinary shares, unless you make a “ mark-to-market” election as discussed below. Distributions you receive in a taxable year that are greater than 125% of the average annual distributions you received during the shorter of the three preceding taxable years or your holding period for the ordinary shares will be treated as an excess distribution. Under these special tax rules:
| ● | the excess distribution or gain will be allocated ratably over your holding period for the ordinary shares; |
| ● | amounts allocated to the current taxable year and any taxable years in your holding period prior to the first taxable year in which we are classified as a PFIC (a “pre-PFIC year”) will be taxable as ordinary income; and |
| ● | amounts allocated to each prior taxable year, other than the current taxable year or a pre-PFIC year, will be subject to tax at the highest tax rate in effect applicable to you for that year, and such amounts will be increased by an additional tax equal to interest on the resulting tax deemed deferred with respect to such years. |
If we are classified as a PFIC for any taxable year during which you hold our ordinary shares and any of our non-U.S. subsidiaries is also a PFIC, you will be treated as owning a proportionate amount (by value) of the shares of each such non-U.S. subsidiary classified as a PFIC for purposes of the application of these rules.
Alternatively, a U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election for such stock of a PFIC to elect out of the tax treatment discussed in the two preceding paragraphs. If you make a valid mark-to-market election for the ordinary shares, you will include in income each year an amount equal to the excess, if any, of the fair market value of the ordinary shares as of the close of your taxable year over your adjusted basis in such ordinary shares. You will be allowed a deduction for the excess, if any, of the adjusted basis of the ordinary shares over their fair market value as of the close of the taxable year. However, deductions will be allowable only to the extent of any net mark-to-market gains on the ordinary shares included in your income for prior taxable years. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or other disposition of the ordinary shares, will be treated as ordinary income. Ordinary loss treatment will also apply to the deductible portion of any mark-to-market loss on the ordinary shares, as well as to any loss realized on the actual sale or disposition of the ordinary shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included for such ordinary shares. Your basis in the ordinary shares will be adjusted to reflect any such income or loss amounts. If you make a mark-to-market election, tax rules that apply to distributions by corporations which are not PFICs would apply to distributions by us (except that the preferential rates for qualified dividend income would not apply).
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The mark-to-market election is available only for “marketable stock” which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market, as defined in applicable U.S. Treasury regulations. Our ordinary shares are listed on Nasdaq, which is a qualified exchange for these purposes. If the ordinary shares are regularly traded, and the ordinary shares qualify as “ marketable stock” for purposes of the mark-to-market rules, then the mark-to-market election might be available to you if we were to become a PFIC.
Because, as a technical matter, a mark-to-market election cannot be made for any lower-tier PFICs that we may own, you may continue to be subject to the PFIC rules with respect to your indirect interest in any investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.
We do not currently intend to provide information necessary for U.S. Holders to make qualified electing fund elections, which, if available, would result in tax treatment different from the general tax treatment for PFICs described above.
If you own our ordinary shares during any taxable year that we are a PFIC, you must file an annual report with the IRS, subject to certain exceptions based on the value of the ordinary shares held. You are urged to consult your tax advisor concerning the U.S. federal income tax consequences of purchasing, holding, and disposing of our ordinary shares if we are or become a PFIC, including the possibility of making a mark-to-market election.
Information Reporting and Backup Withholding
You may be required to submit to the IRS certain information with respect to your beneficial ownership of our ordinary shares, if such ordinary shares are not held on your behalf by certain financial institutions. Penalties also may be imposed if you are required to submit such information to the IRS and fail to do so.
Dividend payments with respect to ordinary shares and proceeds from the sale, exchange or redemption of ordinary shares may be subject to information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must provide such certification on IRS Form W-9 or by otherwise establishing an exemption.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. Federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS and furnishing any required information. You are urged to consult your tax advisors regarding the application of the U.S. information reporting and backup withholding rules.
The U.S. federal income tax discussion set forth above is included for general information only and may not be applicable depending upon a holder’s particular situation. Holders are urged to consult their tax advisors with respect to the tax consequences to them of the acquisition, ownership and disposition of our ordinary shares and warrants, including the tax consequences under state, local, estate, foreign and other tax laws and tax treaties and the possible effects of changes in U.S. or other tax laws.
British Virgin Islands Tax Considerations
The Company and all dividends, interest, rents, royalties, compensation and other amounts paid by the Company to persons who are not resident in the BVI and any capital gains realized with respect to any shares, debt obligations, or other securities of the Company by persons who are not resident in the BVI are exempt from all provisions of the Income Tax Ordinance in the BVI. No estate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable by persons who are not resident in the BVI with respect to any shares, debt obligation or other securities of the Company. All instruments relating to transfers of property to or by the Company and all instruments relating to transactions in respect of the shares, debt obligations or other securities of the Company and all instruments relating to other transactions relating to the business of the Company are exempt from payment of stamp duty in the BVI. This assumes that the Company does not hold an interest in real estate in the BVI. There are currently no withholding taxes or exchange control regulations in the BVI applicable to the Company or its members.
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F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
H. Documents on Display
We are subject to certain of the informational filing requirements of the Exchange Act. Since we are a “foreign private issuer,” we are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, while our principal shareholders are exempt from certain reporting obligations, with respect to their purchase and sale of our shares. In addition, we are not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. We may, but are not required, to furnish to the SEC, on Form 6-K, unaudited financial information after each of our first three fiscal quarters. Reports and other information that we file with or furnish electronically with the SEC are accessible via the SEC’s website at www.sec.gov.
I. Subsidiary Information
Not applicable.
J. Annual Report to Security Holders
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks in the ordinary course of our business. These risks primarily include credit risk, foreign currency risk, translation exposure and interest rate risk.
Credit Risk
We are exposed to credit risk from our operating activities, which arises principally from trade and other receivables.
Foreign Currency Risk
We are exposed to foreign exchange risk arising from sales or purchases that are denominated in a currency other than the functional currency of the Company.
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Translation Exposure
We are also exposed to foreign exchange rate fluctuations as we translate the financial statements of our subsidiaries and consolidated affiliated entities into U.S. dollars in consolidation. If there is a change in foreign currency exchange rates, the translation adjustments resulting from the conversion of the financial statements of our subsidiaries and consolidated affiliated entities into U.S. dollars would result in a gain or loss recorded as a component of accumulated other comprehensive income (loss).
Interest Rate Risk
Our main interest rate risk arises from short term loans. These transactions and balances were not significant.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A. Debt Securities
Not applicable.
B. Warrants and Rights
Not applicable.
C. Other Securities
Not applicable.
D. American Depositary Shares
Not applicable.
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Not applicable.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
See “Item 10. Additional Information” for a description of the rights of shareholders, which remain unchanged.
In connection with the Company’s initial public offering and listing on NASDAQ, the Company filed a registration statement on Form F-1 (File No.: 333-282096) with the SEC, which was declared effective on February 18, 2025. On February 14, 2025, the Company entered into an underwriting agreement with Cathay Securities, Inc. as representative of the underwriters and commenced its offering of 2,205,000 new Ordinary Shares at a public offering price of US$4.00 per share. In addition, the Company granted the underwriters a 45-day option to purchase up to an additional 330,750 Ordinary Shares at the public offering price, less the underwriting discount. The Ordinary Shares are approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “BMGL” on February 25, 2025. On March 17, 2025, the Representative exercised the overallotment option in full to purchase an additional 330,750 Ordinary Shares at US$4.00 per share, less the underwriting discount. The issuance of the overallotment option shares closed on March 19, 2025. Following such closing, the Company had a total of 18,785,750 ordinary shares issued and outstanding.
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Concurrently, the Company’s registration statement on Form F-1, as amended (File No. 333-282096) also registered for resale up to 2,000,000 existing Ordinary Shares by certain selling shareholders. A final prospectus relating to such resale was filed with the SEC on February 25, 2025.
In connection with our initial public offering (including the over-allotment option), up to June 30, 2025, the amount of expenses incurred for the Company’s account in connection with the issuance and distribution of the registered securities for underwriting discounts and commissions, expenses paid to or for underwriters, and other expenses amounted to a total of approximately US$2,896,391. None of such expenses were direct or indirect payments to directors, officers, general partners of the Company or their associates; to persons owning 10% or more of any class of the Company’s equity securities; and to affiliates of the Company. The net offering proceeds to the Company after deducting the total expenses was approximately US$7,246,609. As of the date of this annual report, all of such proceeds have been used, mainly to acquire Bethesda Group and working capital for the current business. None of such usages were direct or indirect payments to directors, officers, general partners of the Company or their associates; to persons owning 10% or more of any class of the Company’s equity securities; and to affiliates of the Company.
ITEM 15. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures Evaluation
Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we carried out an evaluation of the effectiveness of our disclosure controls and procedures, which is defined in Rules 13a-15(e) of the Exchange Act, as of June 30, 2025. Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures as of June 30, 2025 were not effective as described below.
Management’s Annual Report on Internal Control over Financial Reporting
Our management, including our chief executive officer and chief financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with (“International Financial Reporting Standards”) IFRS. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of compliance with policies or procedures may deteriorate. Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as of June 30, 2025. The assessment was based on criteria established in the framework Internal Control—Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In relation to the examination of our combined and consolidated financial statements presented in this Annual Report, we have identified a significant weakness in our internal control over financial reporting. This identified material weakness is associated with a lack of adequately skilled staff possessing IFRS knowledge for financial reporting purposes, thereby affecting the proper adherence to IFRS and SEC requirements. A comprehensive assessment of our internal control, aimed at identifying and reporting material weaknesses and other deficiencies, was not conducted by either us or our independent registered public accounting firm. Performing such an assessment or having an audit of our internal control over financial reporting might have revealed additional deficiencies.
To address the identified material weakness stemming from the audit of our combined and consolidated financial statements for the year ended June 30, 2025, we intend to implement various measures, including the hiring of additional accounting personnel to enhance the financial reporting function and the establishment of a financial and system control framework. We also intend to initiate regular IFRS and SEC financial reporting training programs for our accounting and financial personnel. However, we cannot provide assurance that these measures will be entirely effective in remediating the material weakness in a timely manner or at all.
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Being a company with less than US$1.235 billion in revenue, we qualify as an “emerging growth company” under the JOBS Act. An emerging growth company is entitled to certain reduced reporting and other requirements that are typically applicable to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 concerning the assessment of the emerging growth company’s internal control over financial reporting.
Attestation Report of the Registered Public Accounting Firm
This Annual Report on Form 20-F does not include an attestation report of our registered public accounting firm because our company is an emerging growth company.
Changes in Internal Control over Financial Reporting
Other than those disclosed above, there were no changes in our internal controls over financial reporting that occurred during the period covered by this annual report on Form 20-F that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 16. [RESERVED]
Not applicable.
ITEM 16A. AUDIT COMMITTEE AND FINANCIAL EXPERT
Our board of directors has determined that Paul Freudenthaler qualifies as an audit committee financial expert as defined in Item 16A of Form 20-F. Each member of the Audit Committee is an independent director within the meaning of the NASDAQ listing rules and the criteria for independence set forth in Rule 10A-3 of the Exchange Act.
ITEM 16B. CODE OF ETHICS
Our board of directors has adopted a code of business conduct and ethics that applies to all our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller and any other persons who perform similar functions for us. A copy of our code of business conduct and ethics is appended to this report as exhibit 11.1.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by our principal accountants for the respective period including any associated or affiliated organizations or entities. We did not pay any other fees to our auditors during the periods indicated below.
| Years ended June 30 | ||||||||
| 2024 | 2025 | |||||||
| Audit Fees (1) | US$ | 248,306 | US$ | 373,356 | ||||
| Audit-related Fees (2) | 57,750 | 63,000 | ||||||
| Tax Fees (3) | — | — | ||||||
| All Other Fees (4) | — | — | ||||||
| Total | US$ | 306,056 | US$ | 436,356 | ||||
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| (1) | “Audit Fees” represents the aggregate fees billed or to be billed for each of the fiscal years listed for professional services rendered by our auditors for the audit of our annual financial statements, as well as assistance with and review of documents filed with the SEC and other statutory and regulatory filings. |
| (2) | “Audit-related Fees” represents the aggregate fees billed in each of the fiscal years listed for the assurance and related services rendered by our auditors that are reasonably related to the performance of the audit or review of our financial statements and not reported under “Audit Fees.” |
| (3) | “Tax Fees” represents the aggregate fees billed in each of the fiscal years listed for the professional tax services rendered by our auditors. |
| (4) | “All Other Fees” represents the aggregate fees billed in each of the fiscal years listed for services rendered by our auditors other than services reported under “Audit Fees,” “Audit-related Fees” and “Tax Fees.” |
The policy of our audit committee is to pre-approve all audit and non-audit services provided by our principal accountant for the respective period including any associated or affiliated organizations or entities, including audit services, audit-related services, tax services and other services as described above, other than those for de minimis services that are approved by the audit committee prior to the completion of the audit.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
On October 3, 2025, Rainforest Capital VCC, the controlling shareholder of the Company, purchased 30,650 Ordinary Shares for a total consideration of US$99,613 in a privately negotiated transaction independent of the Company.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
The Company appointed NLA DFK Assurance PAC (“NLA DFK”) as its independent registered public accounting firm, effective on June 30, 2025. The appointment of NLA DFK was made after a careful evaluation process by the Company and has been approved by the audit committee and the board of directors of the Company. NLA DFK is engaged to audit and report on the consolidated financial statements of the Company for the fiscal year ended June 30, 2025, and review the consolidated financial statements of the Company for the six months ending December 31, 2025.
During the Company’s fiscal years ended December 31, 2023 and 2024 and until the engagement of NLA DFK, neither the Company nor anyone on its behalf has consulted with NLA DFK on either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company by NLA DFK which NLA DFK concluded as an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (b) any matter that was the subject of a disagreement, as that term is defined in Item 16F(a)(1)(iv) of Form 20-F (and the related instructions thereto) or a reportable event as set forth in Item 16F(a)(1)(v)(A) through (D) of Form 20-F.
The audit committee and the board of directors of the Company also approved the dismissal of Onestop Assurance PAC as the independent accountant of the Company. The audit report of Onestop Assurance PAC on the consolidated financial statements of the Company dated November 4, 2024 did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the fiscal years ended June 30, 2023 and 2024, and the subsequent interim period through June 30, 2025, there were no: (1) “ disagreements” (as that term is defined in 16F (a)(1)(iv) of Form 20-F and the related instructions) between the Company and Onestop Assurance PAC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Onestop Assurance PAC, would have caused Onestop Assurance PAC to make reference in connection with their opinion to the subject matter of the disagreement, or (2) reportable events as set forth in Item 16F(a)(1)(v)(A) through (D) of Form 20-F.
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The changes abovementioned were reported in the current report on Form 6-K of the Company dated July 1, 2025, in accordance with instruction 2 to item 16F of Form 20-F.
ITEM 16G. CORPORATE GOVERNANCE
We are a company incorporated in the British Virgin Islands and are listed on NASDAQ. NASDAQ market rules permit a foreign private issuer like us to follow the corporate governance practices of our home country. Certain corporate governance practices in the British Virgin Islands, which is our home country, may differ significantly from NASDAQ corporate governance listing standards applicable to domestic U.S. companies.
Among other things, we are not required to have: (i) a majority-independent board of directors; (ii) a compensation committee consisting of independent directors; (iii) a nominating committee consisting of independent directors; or (iv) regularly scheduled executive sessions with only independent directors each year. In addition, we are not required to have our shareholders approve certain issuances of securities, including those in connection with the establishment of or material amendments to equity compensation plans or arrangements.
Although not required and as may be changed from time to time, we have a majority-independent board of directors, a majority-independent compensation committee and a nominating committee. Subject to the foregoing, we rely on the exemptions listed above. As a result, you may not be provided with the benefits of certain corporate governance requirements of NASDAQ applicable to U.S. domestic public companies.
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
ITEM 16J. INSIDER TRADING POLICIES
Our board of directors has established insider trading policies and procedures to provide guidelines on the purchases, sales, and other dispositions of our securities by our directors, officers, employees, consultants and contractors, with the goal of promoting compliance with applicable insider trading laws, rules and regulations, and the listing standards of NASDAQ.
Our insider trading policy is filed as Exhibit 11.2 to this annual report.
ITEM 16K. CYBERSECURITY
| 56 |
Since the start of its latest completed fiscal year and up to the date of this annual report, the Company is not aware of any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect the registrant, including its business strategy, results of operations, or financial condition.
PART III
ITEM 17. FINANCIAL STATEMENTS
We have elected to provide financial statements pursuant to Item 18.
ITEM 18. FINANCIAL STATEMENTS
The audited consolidated financial statements of the Company and its subsidiaries and consolidated affiliated entities are included at the end of this annual report.
ITEM 19. EXHIBITS
EXHIBIT INDEX
| * | Filed herewith this annual report. |
| ** | Furnished herewith this annual report. |
| 57 |
SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| Basel Medical Group Ltd | ||
| By: | /s/ Darren Yen Feng Chhoa | |
| Name: | Dr. Darren Yen Feng Chhoa | |
| Title: | Chief Executive Officer | |
| By: | /s/ Jianing Lu | |
| Name: | Jianing Lu | |
| Title: | Chief Financial Officer | |
Date: March 13, 2026
| 58 |
Basel Medical Group Ltd. and its Subsidiaries
Consolidated Financial Statements
For the financial year ended June 30, 2025
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Basel Medical Group Ltd.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Basel Medical Group Ltd. and its subsidiaries (collectively referred to as the “Company”) as of June 30, 2025 and 2024, and the related consolidated statements of profit or loss and comprehensive income, changes in shareholders’ equity and cash flows for each of the years in the two-year period ended June 30, 2025, and the related notes (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2025, in conformity with the International Financial Reporting Standards (“IFRS”).
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
| /s/
|
|
NLA DFK Assurance PAC |
PCAOB
ID No.
We have served as the Company’s auditor since 2025
| F-2 |
Basel Medical Group Ltd. and its Subsidiaries
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND COMPREHENSIVE INCOME
For year ended June 30, 2025 and 2024
2025 US$ | 2025 S$ | 2024 S$ | ||||||||||||||
| Revenue | 4 | |||||||||||||||
| Other income | 5 | |||||||||||||||
| Consumables, medical supplies and other related expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Employee benefit expenses | 7 | ( | ) | ( | ) | ( | ) | |||||||||
| Depreciation expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Rent expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Other operating expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Impairment loss on goodwill | 21 | ( | ) | ( | ) | |||||||||||
| Finance cost | 6 | ( | ) | ( | ) | ( | ) | |||||||||
| (Loss)/Profit before tax | 7 | ( | ) | ( | ) | |||||||||||
| Income tax benefit/(expense) | 8 | ( | ) | |||||||||||||
| (Loss)/Profit after tax | ( | ) | ( | ) | ||||||||||||
| (Loss)/Profit for the year, representing total comprehensive income for the year | ( | ) | ( | ) | ||||||||||||
| (Loss)/Profit attributable to: | ||||||||||||||||
| Owners of the Company | ( | ) | ( | ) | ||||||||||||
| Non-controlling interests | ( | ) | ( | ) | ||||||||||||
| (Loss)/Profit for the year | ( | ) | ( | ) | ||||||||||||
| Profit/Earnings per ordinary share – basic and diluted | ) | ) | ||||||||||||||
Weighted average number of shares – basic and diluted | ||||||||||||||||
The accompanying notes form an integral part of these consolidated financial statements.
| F-3 |
Basel Medical Group Ltd. and its Subsidiaries
CONSOLIDATED BALANCE SHEETS
As of June 30, 2025 and 2024
| Note | 2025 | 2025 | 2024 | |||||||||||||
| US$ | S$ | S$ | ||||||||||||||
| ASSETS | ||||||||||||||||
| Non-current assets | ||||||||||||||||
| Right-of-use-assets | 9 | |||||||||||||||
| Property and equipment | 10 | |||||||||||||||
| Deferred tax assets | 23 | |||||||||||||||
| Total Non-current assets | ||||||||||||||||
| Current assets | ||||||||||||||||
| Inventories | 11 | |||||||||||||||
| Trade and other receivables | 12 | |||||||||||||||
| Cash and cash equivalents | 13 | |||||||||||||||
| Amount due from related parties | 14 | |||||||||||||||
| Deferred offering costs | ||||||||||||||||
| Current tax assets | ||||||||||||||||
| Total Current assets | ||||||||||||||||
| Total assets | ||||||||||||||||
| LIABILITIES | ||||||||||||||||
| Non-current liabilities | ||||||||||||||||
| Deferred tax liabilities | 23 | |||||||||||||||
| Borrowings | 15 | |||||||||||||||
| Total Non-current liabilities | ||||||||||||||||
| Current liabilities | ||||||||||||||||
| Trade and other payables | 16 | |||||||||||||||
| Borrowings | 15 | |||||||||||||||
| Amount due to related parties | 14 | |||||||||||||||
| Amount due to a former director | 17 | |||||||||||||||
| Asset retirement obligation | ||||||||||||||||
| Provision for income tax | ||||||||||||||||
| Total Current liabilities | ||||||||||||||||
| Total liabilities | ||||||||||||||||
| NET ASSETS | ||||||||||||||||
| Equity attributable to equity holders of the Company | ||||||||||||||||
| Share capital | 18 | |||||||||||||||
| Merger reserve arising from group restructuring | ( |
) | ( | ) | ( | ) | ||||||||||
| Retained earnings | ( |
) | ( | ) | ||||||||||||
| Translation reserve | ( |
) | ( | ) | ||||||||||||
| Non-controlling interest | ||||||||||||||||
| Total equity | ||||||||||||||||
The accompanying notes form an integral part of these consolidated financial statements.
| F-4 |
Basel Medical Group Ltd. and its Subsidiaries
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
For year ended June 30, 2025 and 2024
Merger reserve | Translation reserve [member] | Retained earnings | Total attributable to owners of Company | Non- controlling interest | Total | ||||||||||||||||||||||||
Share capital | Merger reserve | Translation reserve | Retained earnings | Total attributable to owners of Company | Non- controlling interest | Total | |||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||||||
| As at July 1, 2024 | ( | ) | ( | ) | |||||||||||||||||||||||||
| Issuance of share capital | |||||||||||||||||||||||||||||
| Foreign currency translation | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| Share based payment reserve | Note 22 | ||||||||||||||||||||||||||||
| Loss for the year, representing total comprehensive loss for the year | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| As at June 30, 2025 | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
Share capital | Merger reserve | Translation reserve | Retained earnings | Total attributable to owners of Company | Non- controlling interest | Total | |||||||||||||||||||||||
| S$ | S$ | S$ | S$ | S$ | S$ | S$ | |||||||||||||||||||||||
| As at July 1, 2024 | ( | ) | |||||||||||||||||||||||||||
| Issuance of share capital | |||||||||||||||||||||||||||||
| Foreign currency translation | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| Share based payment reserve | Note 22 |
||||||||||||||||||||||||||||
| Loss for the year, representing total comprehensive income for the year | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| As at June 30, 2025 | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
Share capital | Merger reserve | Retained earnings | Total | |||||||||||||
| S$ | S$ | S$ | S$ | |||||||||||||
| As at July 1, 2023 | ||||||||||||||||
| Issuance of share capital | ||||||||||||||||
| Merger reserve arising from group restructuring | ( | ) | ( | ) | ||||||||||||
| Profit for the year, representing total comprehensive income for the year | ||||||||||||||||
| Profit/(Loss) | ||||||||||||||||
| As at June 30, 2024 | ( | ) | ||||||||||||||
| ( | ) | |||||||||||||||
The accompanying notes form an integral part of these consolidated financial statement
| F-5 |
Basel Medical Group Ltd. and its Subsidiaries
CONSOLIDATED STATEMENT OF CASH FLOWS
For year ended June 30, 2025 and 2024
| 2025 | 2025 | 2024 | ||||||||||
| US$ | S$ | S$ | ||||||||||
| Cash flows from operating activities | ||||||||||||
| (Loss)/Profit before tax | ( | ) | ( | ) | ||||||||
| Adjustments for: | ||||||||||||
| Bad debts written off | ||||||||||||
| Reversal of estimated credit losses | ( | ) | ||||||||||
| Provision for estimated credit losses | ||||||||||||
| Depreciation of property and equipment | ||||||||||||
| Amortisation of right-of-use assets | ||||||||||||
| Fixed asset written off | ||||||||||||
| Impairment loss on goodwill | ||||||||||||
| Interest expense | ||||||||||||
| Operating cash flows before changes in working capital | ||||||||||||
| Changes in working capital: | ||||||||||||
| Inventories | ( | ) | ( | ) | ||||||||
| Trade and other receivables | ( | ) | ( | ) | ( | ) | ||||||
| Trade and other payables | ||||||||||||
| Cash (used in)/ generated from operations | ( | ) | ( | ) | ||||||||
| Income tax paid | ( | ) | ( | ) | ( | ) | ||||||
| Interest paid | ( | ) | ( | ) | ( | ) | ||||||
Net cash (used in)/generated from operating activities | ( | ) | ( | ) | ||||||||
| Cash flows from investing activities | ||||||||||||
| Acquisition of property and equipment | ( | ) | ( | ) | ( | ) | ||||||
| Acquisition of subsidiary | ( | ) | ( | ) | ||||||||
| Cash used in investing activities | ( | ) | ( | ) | ( | ) | ||||||
| Cash flows from financing activities | ||||||||||||
| Deferred offering costs | ( | ) | ||||||||||
| Decrease in amount due from a director | ||||||||||||
| Increase in amount due to related parties | ||||||||||||
| Decrease/(Increase) in amount due from related parties | ( | ) | ||||||||||
| Proceeds from borrowings | ||||||||||||
| Payment of principal portion of lease liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Write off of Right-of-use assets | ||||||||||||
| Repayment of borrowings | ( | ) | ( | ) | ( | ) | ||||||
| (Decrease)/Increase in amount due to former director | ( | ) | ( | ) | ||||||||
| Non-controlling interest contributions | ||||||||||||
| Share issuance | ||||||||||||
Net cash generated from/(used in) financing activities | ( | ) | ||||||||||
| Net increase in cash and cash equivalents | ||||||||||||
| Cash and cash equivalents at beginning of financial period | ||||||||||||
| Effects of currency translation on cash and cash equivalents | ( | ) | ( | ) | ||||||||
Cash and cash equivalents at end of financial year | ||||||||||||
The accompanying notes form an integral part of these consolidated financial statements.
| F-6 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
These notes form an integral part of and should be read in conjunction with the accompanying consolidated financial statements.
| 1. | General |
Basel Medical Group Ltd. is incorporated and domiciled in British Virgin Islands (BVI) with operations conducted by its fully owned subsidiary, Basel Medical Group Pte. Ltd. (F.K.A Singmed Specialists Pte. Ltd.), based in Singapore at 6 Napier Road #03-07 Gleneagles Medical Centre, Singapore 258499.
The principal activities of the Company pertain to investment holding.
Reorganization
In October 2020, as part of an internal reorganization, all of the shares in our operating subsidiaries were transferred by our founder, Dr. Kevin Yip, to Basel Medical Group Pte. Ltd. (F.K.A Singmed Specialists Pte. Ltd.) Subsequently, in June 2023, Dr. Kevin Yip entered into an agreement with Rainforest Capital VCC to transfer all the shares he held in Basel Medical Group Pte. Ltd. (F.K.A. Singmed Specialists Pte. Ltd.) to Rainforest Capital VCC. Upon completion, Rainforest Capital VCC became the sole shareholder of Basel Medical Group Pte. Ltd. (F.K.A Singmed Specialists Pte. Ltd.), which holds the shares of all of our subsidiaries. Rainforest Capital VCC is a variable capital company incorporated in Singapore and is an investment fund managed by AIP Investment Partners Pte. Ltd., a licensed fund manager in Singapore.
On August 10, 2023, Basel Medical Group Ltd. was incorporated under the laws of the BVI as our holding Company to facilitate this offering and the listing of Basel Medical Group Ltd.’s ordinary shares on Nasdaq, and in connection therewith, Rainforest VCC (an umbrella fund with multiple sub-funds), through its sub-fund, Basel Medical Fund, subscribed for ordinary shares in Basel Medical Group Ltd. amounting to US$ at a subscription price of US$ per share. In August 2023, all of the shares in Basel Medical Group Pte. Ltd. (F.K.A Singmed Specialists Pte. Ltd.) were transferred to Basel Medical Group Ltd. by Rainforest Capital VCC to prepare for this listing and offering.
Subsequently, between September 2023 and January and April 2024, Rainforest Capital VCC sold certain of the shares it held in Basel Medical Group Ltd. to certain other investors, following which Rainforest Capital VCC held a total of ordinary shares.
The consolidated financial statements of the Group were prepared on the basis as if the reorganisation became effective as of the beginning of the first period presented in the accompanying consolidated financial statements of the Group.
| F-7 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 1. | General (Continued) |
The Group has following subsidiaries as at June 30, 2025 and 2024:
Schedule of activities of subsidiaries
| Name of entity | Principal activities | Country of business and incorporation | Proportion of ordinary shares held by Group | |||||
2025 |
2024 | |||||||
| % | % | |||||||
| ||||||||
| F-8 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 1. | General (Continued) |
| Name of entity | Principal activities | Country of business and incorporation | Proportion of ordinary shares held by Group | |||||
2025 |
2024 | |||||||
| % | % | |||||||
| - | ||||||||
| - | ||||||||
| - | ||||||||
| F-9 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 1. | General (Continued) |
On October 14, 2024, Singmed Specialists Pte. Ltd. changed its corporate name to Basel Medical Group Pte. Ltd.
On June 23, 2025, Singapore Sports and Physiotherapy Centre Pte. Ltd. changed its corporate name to Pharma Avenue Pte. Ltd.
| 2. | Material accounting policy information |
| 2.1 | Compliance with International Financial Reporting Standards (“IFRS”) |
The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and interpretations issued by the IFRS Interpretations Committee (“IFRS IC”) applicable to companies reporting under IFRS. The financial statements comply with IFRS as issued by the International Accounting Standards Board (“IASB”).
The consolidated financial statements of the Group have been prepared on a going concern basis.
The ability of the Group to continue as going concern is dependent on: (Please refer to Note 27)
| (i) | the ability of its major shareholder to provide financial support | |
| (ii) | the ability of the Group to generate sufficient and sustainable operating profits and cash flows over the next 12 months from the date of these financial statements to meet its operating and financial obligations as and when they fall due; and | |
| (iii) | the ability of the Group to procure additional financing and to garner the continuous support of its existing financiers. |
| 2.2 | New and amended standards adopted by the Group |
The Group has applied the following amendments for the first time for their annual reporting period commencing July 1, 2024:
| ● | Classification of Liabilities as Current or Non-current and Non-current liabilities with covenants – Amendments to IAS 1; | |
| ● | Lease Liability in Sale and Leaseback – Amendments to IFRS 16; and | |
| ● | Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7. |
The amendments listed above did not have any impact on the amounts recognized in prior periods and are not expected to significantly affect the current or future periods.
| 2.3 | New standards and interpretations not yet adopted |
Certain new accounting standards, amendments to accounting standards and interpretations have been published that are not mandatory for June 30, 2025 reporting periods and have not been early adopted by the Group. These standards, amendments or interpretations are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.
| F-10 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 2. | Material accounting policy information (Continued) |
| 2.4 | Revenue from contracts with customers |
The Group is in the business of providing medical services to patients. Revenue from contracts with customers is recognized when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. Revenue is presented net of goods and services tax, rebates, and discounts.
Revenue from the rendering of medical services is recognized at the point in time when the entity satisfies the performance obligation by transferring a promised good or service to the customer, which is when the customer obtains control of the good or service. This is generally when the significant acts have been completed, ie, upon the completion of consultations, clinical treatments, medical tests and operations. The Group considers whether there are other promises in the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated. The amount of revenue recognized is the amount allocated to the satisfied performance obligation.
Transaction price is the amount of consideration in the contract to which the Group expects to be entitled in exchange for transferring the promised goods or services. In determining the transaction price for the rendering of medical services the Group considers the effects of variable consideration. Contracts with customers normally does not include any contractual adjustment such as right of return, volume discount etc. In rare circumstances where consideration is variable, the Group estimates the amount of consideration to which it will be entitled in exchange for rendering of service to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognized will not occur when the associated uncertainty with the variable consideration is subsequently resolved.
| 2.5 | Segment reporting |
Operating segments are reported in a manner consistent with the Group’s internal organizational structure as well as information about geographical areas, business segments and major clients in the consolidated financial statements for detailing the Group’s business segments. Based on the criteria established, the Group’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Group.
As a whole and hence, the Group has only one reportable segment. The Group does not distinguish between markets or segments for the purpose of internal reporting. As the Group’s long-lived assets are substantially located in Singapore, no geographical segments are presented.
| F-11 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 2. | Material accounting policy information (Continued) |
| 2.6 | Government grants |
Grants from the government are recognized as a receivable at their fair value when there is reasonable assurance that the grant will be received and the Group will comply with all the attached conditions.
Government grants receivable are recognized as income over the periods necessary to match them with the related costs which they are intended to compensate, on a systematic basis. Government grants relating to expenses are shown separately as other income.
Government grants relating to assets are deducted against the carrying amount of the assets.
| 2.7 | Basis of consolidation |
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. The financial statements of the subsidiaries used in the preparation of the consolidated financial statements are prepared as of the same reporting date as the Company. Consistent accounting policies are applied to like transactions and events in similar circumstances.
| (a) | Subsidiaries |
| (i) | Consolidation |
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date on that control ceases.
In preparing the consolidated financial statements, transactions, balances and unrealized gains on transactions between group entities are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment indicator of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Deferred tax relief on unrealized intra-Group profit is accounted for only to the extent that it is considered recoverable.
Non-controlling interests comprise the portion of a subsidiaries’ net results of operations and its net assets, which is attributable to the interests that are not owned directly or indirectly by the equity holders of the Group. They are shown separately in the consolidated statement of profit or loss and other comprehensive income, statement of changes in equity, and statement of financial position. Total comprehensive income is attributed to the non-controlling interests based on their respective interests in a Subsidiaries, even if this results in the non-controlling interests having a deficit balance.
| F-12 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 2. | Material accounting policy information (Continued) |
| 2.7 | Group accounting (Continued) |
| (ii) | Acquisitions |
The acquisition method of accounting is used to account for business combinations entered into by the Group.
The consideration transferred for the acquisition of a subsidiary or business comprises the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes any contingent consideration arrangement and any pre-existing equity interest in the subsidiaries measured at their fair values at the acquisition date.
The fair value of contingent consideration liabilities is reassessed at each balance sheet date with changes recognized in the income statement. Payments of contingent consideration reduce the balance sheet liability and as a result are not recorded in the income statement. The part of each payment relating to the original estimate of the fair value of the contingent consideration on acquisition is reported within investing activities in the cash flow statement and the part of each payment relating to the increase in the liability since the acquisition date is reported within operating cash flows.
Where the consideration transferred, together with the noncontrolling interest, exceeds the fair value of the net assets, liabilities and contingent liabilities acquired, the excess is recorded as goodwill. The costs of effecting an acquisition are charged to the income statement in the period in which they are incurred.
Goodwill is capitalized as a separate item in the case of subsidiaries and as part of the cost of investment in the case of joint ventures and associates. Goodwill is denominated in the currency of the operation acquired.
Where the cost of acquisition is below the Group’s interest in the net assets acquired, the difference is recognized directly in the income statement.
| F-13 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 2. | Material accounting policy information (Continued) |
| 2.7 | Group accounting (Continued) |
| (a) | Subsidiaries (Continued) |
| (ii) | Acquisitions (Continued) |
Where not all of the equity of a subsidiary is acquired the noncontrolling interest is recognized either at fair value or at the non-controlling interest’s share of the net assets of the subsidiary, on a case-by-case basis. Changes in the Group’s ownership percentage of subsidiaries are accounted for within equity.
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date.
On an acquisition-by-acquisition basis, the Group recognizes any non-controlling interest in the acquiree at the date of acquisition either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets.
The excess of (a) the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the (b) fair value of the identifiable net assets acquired is recorded as goodwill.
| (iii) | Disposal |
When a change in the Group’s ownership interest in a subsidiary result in a loss of control over the subsidiary, the assets and liabilities of the subsidiary including any goodwill are derecognized. Amounts previously recognized in other comprehensive income in respect of that entity are also reclassified to profit or loss or transferred directly to retained earnings if required by a specific Standard.
Any retained equity interest in the entity is remeasured at fair value. The difference between the carrying amount of the retained interest at the date when control is lost and its fair value is recognized in profit or loss.
| (b) | Transactions with non-controlling interests |
Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control over the subsidiaries are accounted for as transactions with equity owners of the Company. Any difference between the change in the carrying amounts of the non-controlling interest and the fair value of the consideration paid or received is recognized within equity attributable to the equity holders of the Company.
| F-14 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 2. | Material accounting policy information (Continued) |
| 2.8 | Property and equipment |
All items of property and equipment are initially recorded at cost. Subsequent to recognition, property and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. The cost of property and equipment includes its purchase price and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Dismantlement, removal or restoration costs are included as part of the cost of property and equipment if the obligation for dismantlement, removal or restoration is incurred as a consequence of acquiring or using the property and equipment.
Depreciation is calculated using the straight-line method to allocate depreciable amounts over their estimated useful lives. The estimated useful lives are as follows:
Schedule of expected useful lives for property, plant and equipment
| Useful lives | ||
| Machinery | ||
| Furniture and Fittings | ||
| Medical equipment | ||
| Renovation | ||
| Air conditioner | ||
| Computer and office equipment | ||
| Software |
The residual values, estimated useful lives and depreciation method of property and equipment are reviewed, and adjusted prospectively, if appropriate.
Fully depreciated assets are retained in the consolidated financial statements until they are no longer in use.
An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on derecognition of the asset is included in profit or loss in the year the asset is derecognized.
Subsequent expenditure relating to property and equipment that has already been recognized is added to the carrying amount of the asset only when it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably. All other repair and maintenance expenses are recognized in profit or loss when incurred.
On disposal of an item of property and equipment, the difference between the disposal proceeds and its carrying amount is recognized in profit or loss within “other losses”. Any amount in revaluation reserve relating to that item is transferred to retained profits directly.
| F-15 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 2. | Material accounting policy information (Continued) |
| 2.9 | Financial instruments |
| (a) | Financial assets |
Initial recognition and measurement
Financial assets are recognized when, and only when the entity becomes party to the contractual provisions of the instruments.
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.
Trade receivables are measured at the amount of consideration to which the Group expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third party, if the trade receivables do not contain a significant financing component at initial recognition.
Subsequent measurement
Investments in debt instruments
Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the contractual cash flow characteristics of the asset. The three measurement categories for classification of debt instruments are amortized cost, fair value through other comprehensive income (FVOCI) and FVPL. The Group only has debt instruments at amortized cost.
Financial assets that are held for the collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. Financial assets are measured at amortized cost using the effective interest method, less impairment. Gains and losses are recognized in profit or loss when the assets are derecognized or impaired, and through the amortisation process.
Investments in equity instruments
On initial recognition of an investment in equity instrument that is not held for trading, the Group may irrevocably elect to present subsequent changes in fair value in other comprehensive income which will not be reclassified subsequently to profit or loss. Dividends from such investments are to be recognized in profit or loss when the Group’s right to receive payments is established. For investments in equity instruments which the Group has not elected to present subsequent changes in fair value in other comprehensive income, changes in fair value are recognized in profit or loss.
| F-16 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 2. | Material accounting policy information (Continued) |
| 2.9 | Financial instruments (Continued) |
| (a) | Financial assets (Continued) |
Derecognition
A financial asset is derecognized where the contractual right to receive cash flows from the asset has expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognized in other comprehensive income for debt instruments is recognized in profit or loss.
| (b) | Financial liabilities |
Initial recognition and measurement
Financial liabilities are recognized when, and only when, the Group becomes a party to the contractual provisions of the financial instrument. The Group determines the classification of its financial liabilities at initial recognition.
All financial liabilities are recognized initially at fair value plus in the case of financial liabilities not at FVPL, directly attributable transaction costs.
Subsequent measurement
After initial recognition, financial liabilities that are not carried at FVPL are subsequently measured at amortized cost using the effective interest method. Gains and losses are recognized in profit or loss when the liabilities are derecognized, and through the amortisation process.
Borrowings
Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement for at least 12 months after the balance sheet date, in which case they are presented as non-current liabilities.
Borrowings are initially recognized at fair value (net of transaction costs) and subsequently carried at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognized in profit or loss over the period of the borrowings using the effective interest method.
| F-17 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 2. | Material accounting policy information (Continued) |
| 2.9 | Financial instruments (Continued) |
| (b) | Financial liabilities |
Derecognition
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. On derecognition, the difference between the carrying amounts and the consideration paid is recognized in profit or loss.
| 2.10 | Impairment of financial assets |
The Group recognizes an allowance for expected credit losses (“ECLs”) for all debt instruments not held at FVPL. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognized in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is recognized for credit losses expected over the remaining life of the exposure, irrespective of timing of the default (a lifetime ECL).
For trade receivables, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment which could affect debtors’ ability to pay.
The Group considers a financial asset in default when contractual payments are 30 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
| 2.11 | Cash and cash equivalents |
For the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents include cash on hand, deposits with financial institutions which are subject to an insignificant risk of change in value, and bank overdrafts. Bank overdrafts are presented as current borrowings on the balance sheet. For cash subjected to restriction, assessment is made on the economic substance of the restriction and whether they meet the definition of cash and cash equivalents.
| F-18 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 2. | Material accounting policy information (Continued) |
| 2.12 | Inventories |
Inventories are stated at the lower of cost and net realisable value, Cost is calculated using the weighted average basis and includes all costs of purchase and other costs incurred in bringing the inventories to their present location and condition. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.
Where necessary, allowance is provided for damaged, obsolete and slow-moving item to adjust the carrying value of inventories to the lower of cost and net realisable value.
| 2.13 | Offsetting of financial instruments |
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.
| 2.14 | Provisions |
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and the amount of the obligation can be estimated reliably.
Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
Asset Retirement Obligation
The Group recognizes a liability and capitalize an expense in property and equipment if the Group has a present legal or constructive obligation to reinstate the leased premises to their original state upon expiry of the lease. The provision is made based on management’s best estimate of the expected costs to be incurred to reinstate the leased premises to their original state. The capitalized provision for reinstatement costs in property and equipment is amortized over the period of the lease.
| F-19 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 2. | Material accounting policy information (Continued) |
| 2.15 | Impairment of non-financial assets |
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, (or, where applicable, when an annual impairment testing for an asset is required), the Group makes an estimate of the asset’s recoverable amount.
The carrying values of all non-current assets are reviewed for impairment, either on a stand-alone basis or as part of a larger cash generating unit, when there is an indication that the assets might be impaired. Additionally, goodwill and intangible assets which are not yet available for use are tested for impairment annually.
Impairments of goodwill are not reversed.
An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs of disposal and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets. Where the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
Impairment losses are recognized in profit or loss.
A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized previously. Such reversal is recognized in profit or loss.
| 2.16 | Taxes |
| (a) | Current income tax |
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authority. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date.
Current income taxes are recognized in profit or loss except to the extent that the tax relates to items recognized outside profit or loss, either in other comprehensive income or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
| F-20 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 2. | Material accounting policy information (Continued) |
| 2.16 | Taxes (Continued) |
| (b) | Deferred tax |
Deferred tax is provided using the liability method on temporary differences at the end of the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
| (c) | Goods and Services Tax (“GST”) |
Revenues, expenses and assets are recognized net of the amount of GST except:
| ● | where the GST incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case the GST is recognized as part of the cost of acquisition of the asset or as part of the expense item as applicable; and |
| ● | receivables and payables that are stated with the amount of GST included. |
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position.
| 2.17 | Leases |
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
| (a) | As lessee |
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognizes lease liabilities representing the obligations to make lease payments and right-of-use assets representing the right to use the underlying leased assets.
| F-21 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 2. | Material accounting policy information (Continued) |
| 2.17 | Leases (Continued) |
| (a) | As lessee (Continued) |
Right-of-use assets
The Group recognizes right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.
If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset. The right-of-use assets are also subject to impairment. The accounting policy for impairment is disclosed in Note 2.15.
The Group’s right-of-use assets are presented in Note 9.
Lease liabilities
At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognized as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g. changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.
| F-22 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 2. | Material accounting policy information (Continued) |
| 2.17 | Leases (Continued) |
| (a) | As lessee (Continued) |
Lease liabilities (Continued)
The Group’s lease liabilities are included in borrowings (Note 15).
Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases of office premises (i.e. those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). Lease payments on short-term leases are recognized as expense on a straight-line basis over the lease term. The Group has no lease of low-value assets for the year.
| 2.18 | Currency translation |
| (a) | Functional and presentation currency |
Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The consolidated financial statements are presented in Singapore Dollar, which is the functional currency of the Group.
| (b) | Transactions and balances |
Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency using the exchange rates at the dates of the transactions. Currency exchange differences resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the end of balance sheet date are recognized in profit or loss. Monetary items include primarily financial assets (other than equity investments), contract assets and financial liabilities.
When a foreign operation is disposed of or any loan forming part of the net investment of the foreign operation is repaid, a proportionate share of the accumulated currency translation differences is reclassified to profit or loss, as part of the gain or loss on disposal.
Foreign exchange gains and losses that relate to borrowings are presented in the income statement within “finance expense”. All other foreign exchange gains and losses impacting profit or loss are presented in the income statement.
| F-23 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 2. | Material accounting policy information (Continued) |
| 2.18 | Currency translation (Continued) |
| (b) | Transactions and balances (Continued) |
Non-monetary items measured at fair values in foreign currencies are translated using the exchange rates at the date when the fair values are determined.
| (c) | Translation of Group entities’ financial statements |
The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
| (i) | assets and liabilities are translated at the closing exchange rates at the reporting date; |
| (ii) | income and expenses are translated at average exchange rates (unless the average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated using the exchange rates at the dates of the transactions); and |
| (iii) | all resulting currency translation differences are recognized in other comprehensive income and accumulated in the currency translation reserve. These currency translation differences are reclassified to profit or loss on disposal or partial disposal with loss of control of the foreign operation. |
Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities of the foreign operations and translated at the closing rates at the reporting date.
Translations of the consolidated balance sheets, consolidated statement of profit or loss and comprehensive income, consolidated statement of changes in shareholders’ equity and consolidated statements of cash flows from S$ into US$ as of and for the year ended June 30, 2025 are solely for the convenience of the reader and were calculated at the rate of S$1 = US$1.2719, as set forth in the statistical release of the Federal Reserve System on June 30, 2025. No representation is made that the S$ amounts could have been, or could be, converted, realized or settled into US$ at that rate on June 30, 2025, or at any other rate.
| 2.19 | Employee benefits |
| (a) | Defined contribution plans |
The Group makes contributions to the Central Provident Fund scheme in Singapore, a defined contribution pension scheme. Contributions to defined contribution pension schemes are recognized as an expense in the period in which the related service is performed.
| F-24 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 2. | Material accounting policy information (Continued) |
| 2.19 | Employee benefits (Continued) |
| (b) | Short-term employee benefits |
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.
| 2.20 | Derivative financial instruments |
A derivative financial instrument for which no hedge accounting is applied is initially recognized at its fair value on the date the contract is entered into and is subsequently carried at its fair value. Changes in its fair value are recognized in profit or loss. The Group does not apply hedge accounting for its derivative financial instruments.
| 2.21 | Earnings per share |
Basic earnings per share is computed by dividing net income attributable to the holders of ordinary shares by the weighted average number of ordinary shares outstanding during the period presented. Diluted income per share is calculated by dividing net income attributable to the holders of ordinary shares as adjusted for the effect of dilutive ordinary share equivalents, if any, by the weighted average number of ordinary shares and dilutive ordinary share equivalents outstanding during the period. However, ordinary share equivalents are not included in the denominator of the diluted earnings per share calculation when inclusion of such shares would be anti-dilutive, such as in a period in which a net loss is recorded.
| 2.22 | Share capital |
Proceeds from issuance of ordinary shares are recognized as share capital in equity. Incremental costs directly attributable to the issuance of ordinary shares are deducted against share capital.
| 2.23 | Merger reserve |
In a business combination under common control, any difference between the consideration paid and the carrying amounts of assets and liabilities received is presented as a change within equity and recorded under merger reserves.
| 2.24 | Deferred Offering cost |
The Company defers specific incremental costs directly attributable to an equity securities offering. These costs will be charged against the gross proceeds of the offering as a reduction of additional paid-in capital. If the Company does not complete the initial public offering, the deferred costs of the aborted offering will be deferred and charged against the proceeds of a subsequent offering.
| F-25 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 2. | Material accounting policy information (Continued) |
| 2.24 | Deferred offering cost (Continued) |
Any costs related to an aborted offering will be expensed in the period in which the Company elects to abort the offering.
Prior to the completion of the initial public offering, deferred offering costs, which mainly consist of direct incremental legal, auditing, accounting, consulting, and other fees relating to the initial public offering, are capitalized on the consolidated balance sheets.
| 2.25 | Dividend to Company’s shareholders |
Dividends to the Company’s shareholders are recognized when the dividends are approved for payment.
| 3. | Significant accounting judgements and estimates |
The preparation of the Group’s financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of each reporting period. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in the future periods.
| 3.1 | Judgements made in applying accounting policies |
Management is of the opinion that there are no significant judgements made in applying accounting estimates and policies that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
| 3.2 | Key sources of estimation uncertainty |
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period are discussed below. The Group based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when they occur.
| F-26 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 3. | Significant accounting judgements and estimates (Continued) |
| 3.2 | Key sources of estimation uncertainty (Continued) |
| (a) | Estimated useful lives of property and equipment (Continued) |
The Group depreciates the property and equipment over their estimated useful lives after taking into account of their estimated residual values. The estimated useful life reflects management’s estimate of the period that the Group intends to derive future economic benefits from the use of the Group’s property and equipment. The residual value reflects management’s estimated amount that the Group would currently obtain from the disposal of the asset, after deducting the estimated costs of disposal, as if the asset were already of the age and in the condition expected at the end of its useful life. Changes in the expected level of usage and technological developments could affect the economics, useful lives and the residual values of these assets which could then consequentially impact future depreciation charges. The carrying amounts of the Group’s property and equipment as at June 30, 2025 and June 30, 2024 were disclosed in Note 10.
| (b) | Inventory valuation method |
Inventory
write-down is made based on the current market conditions, historical experience and selling goods of similar nature. It could change
significantly as a result of changes in market conditions. A review is made periodically on inventories for excess inventories, obsolescence
and declines in net realisable value and an allowance is recorded against the inventory balances for any such declines. The realisable
value represents the best estimate of the recoverable amount and is based on the most reliable evidence available and inherently involves
estimates regarding the future expected realisable value. The carrying amount of the Company’s inventories as at June 30, 2025
was S$
| (c) | Allowance for expected credit losses of trade receivables |
The Group uses a provision matrix to calculate ECLs for trade receivables. The provision rates are based on days past due for groupings of various customer segments that have similar loss patterns.
The provision matrix is initially based on the Company’s historical observed default rates. The Company will calibrate the matrix to adjust historical credit loss experience with forward-looking information. At every reporting date, historical default rates are updated and changes in the forward-looking estimates are analysed.
The
assessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant estimate.
The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Company’s historical credit
loss experience and forecast of economic conditions may also not be representative of customer’s actual default in the future.
The information about the ECLs on the Company’s trade receivables is disclosed in Note 25 (a). The carrying amount of the Company’s
trade receivables as at the end of each reporting period were disclosed in Note 12.
| F-27 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 3. | Significant accounting judgements and estimates (Continued) |
| 3.2 | Key sources of estimation uncertainty (Continued) |
| (d) | Allowance for expected credit losses of other receivables |
The Group assessed the latest performance and financial position of the counterparties, adjusted for the outlook of the industry in which the counterparties operate in, and concluded that there had been no significant increase in credit risk since initial recognition of the financial assets. Accordingly, the Group measured the impairment loss allowance using 12-month ECL and determined that the ECL is insignificant.
The
carrying amount of the Group’s other receivables as at June 30, 2025 were S$
| (e) | Leases – estimating the incremental borrowing rate |
The
Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate to measure
lease liabilities. The incremental borrowing rate is the rate of interest that the Group would have to pay to borrow over a similar term,
and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic
environment. The incremental borrowing rate therefore reflects what the Group ‘would have to pay’, which requires estimation
when no observable rates are available or when they need to be adjusted to reflect the terms and conditions of the lease. The Group estimates
the incremental borrowing rate using observable inputs (such as market interest rates) when available and is required to make certain
entity-specific estimates.
| (f) | Impairment of non-financial assets |
Goodwill
Goodwill is tested for impairment annually and whenever there is an indication that the goodwill may be impaired. In performing the impairment assessment of the carrying amount of goodwill, the recoverable amounts of cash-generating units (CGUs”) in which the goodwill, are determined using higher of value-in-use (“VIU”) calculation and fair value less cost to disposal. The assessment process involves significant management’s estimates and is based on assumptions that are affected by future market and economic conditions. It also involves the use of significant judgments such as the forecasted revenue and operating expenses, sales growth rates, gross profit margin and discount rates applied to the VIU calculation. Specific estimates used in the impairment assessment are disclosed in Note 21.
It is assessed that the recoverable amounts of the CGUs are less than the carrying values of the CGUs, and accordingly full impairment charge was recognized. The carrying amount of goodwill is disclosed in Note 21.
| F-28 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 4. | Revenue |
Summary of revenue from transfer of goods and services
| 2025 | 2025 | 2024 | ||||||||||
| US$ | S$ | S$ | ||||||||||
| Type of service | ||||||||||||
| Rendering of services – Medical services | ||||||||||||
| Revenues | ||||||||||||
| Timing of transfer of service | ||||||||||||
| At a point in time | ||||||||||||
| Revenues | ||||||||||||
| 5. | Other income |
Schedule of Other income
| 2025 | 2025 | 2024 | ||||||||||
| US$ | S$ | S$ | ||||||||||
| Government grant | ||||||||||||
| Interest income | ||||||||||||
| Service income | ||||||||||||
| Other income | ||||||||||||
| Reversal of ECL | ||||||||||||
| Other income | ||||||||||||
Other income pertains to the reversal of long-outstanding payables which are no longer considered due. The reversal was made after confirming that no obligation remains, as no claims or demands have been received from the creditors.
| F-29 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 6. | Finance cost |
Schedule of Finance cost
| 2025 | 2025 | 2024 | ||||||||||
| US$ | S$ | S$ | ||||||||||
| Interest expense on: | ||||||||||||
| - Bank borrowings | ||||||||||||
| Interest expense on bank borrowings | ||||||||||||
| - Lease liabilities | ||||||||||||
| Interest expense on lease liabilities | ||||||||||||
| Finance costs | ||||||||||||
| 7. | (Loss)/Profit before tax |
Profit before tax has been arrived at after charging:
Schedule of Profit before tax
| 2025 | 2025 | 2024 | ||||||||||
| US$ | S$ | S$ | ||||||||||
| Marketing and advertisement | ||||||||||||
| Legal and professional fees | ||||||||||||
| Insurance | ||||||||||||
| Transportation | ||||||||||||
| Bad debts written off | ||||||||||||
| Provision for expected credit losses | ||||||||||||
Short term lease expenses | ||||||||||||
| Depreciation of property and equipment | ||||||||||||
| Amortisation of right-of-use assets | ||||||||||||
| Recruitment | ||||||||||||
| Membership and subscription | ||||||||||||
| Telephone | ||||||||||||
| Employee benefit expenses | ||||||||||||
| - Director’s salaries and bonuses | ||||||||||||
| - Director’s CPF | ||||||||||||
| - Employees’ salaries and bonus | ||||||||||||
| - Employees’ CPF | ||||||||||||
| - Other staff expenses | ||||||||||||
| F-30 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 8. | Income tax (benefit)/expense |
The major components of income tax expense recognized in profit or loss for the periods ended June 30, 2025 and 2024 were:
Schedule of component of income tax expense
| 2025 | 2025 | 2024 | ||||||||||
| US$ | S$ | S$ | ||||||||||
Tax recognized in profit or loss | ||||||||||||
| Current tax expense | ||||||||||||
| Current year | ||||||||||||
Changes in estimates related to prior years | ( | ) | ( | ) | ( | ) | ||||||
| Tax recognized in profit or loss | ( | ) | ( | ) | ||||||||
Deferred tax expense | ||||||||||||
| Recognition of tax effect of previously unrecognised tax losses | ( | ) | ||||||||||
| Deferred tax expense | ( | ) | ||||||||||
| Tax (benefit)/expense on continuing operation | ( | ) | ( | ) | ||||||||
Relationship between tax expense and accounting profit
A reconciliation between tax expense and the product of accounting (loss)/profit multiplied by the applicable corporate tax rate for the financial periods ended June 30, 2025 and 2024 were as follows:
Schedule of reconciliation between tax expense and corporate tax rate
| 2025 | 2025 | 2024 | ||||||||||
| US$ | S$ | S$ | ||||||||||
| (Loss)/Profit before tax | ( | ) | ( | ) | ||||||||
| Income tax using the statutory tax rate of | ( | ) | ( | ) | ||||||||
| Effects of: | ||||||||||||
| - Non-deductible expenses | ||||||||||||
| - Income not subject to tax | ||||||||||||
| - Income tax exemption | ( | ) | ( | ) | ( | ) | ||||||
| - Utilisation of capital allowance | ( | ) | ( | ) | ( | ) | ||||||
| - Utilisation of deferred tax assets not recognised in prior year | ( | ) | ||||||||||
| - Deferred tax asset not recognized during the financial year | ||||||||||||
| - Recognition of tax effect of previously unrecognised tax losses | ( | ) | ||||||||||
| -Underprovision in respect of prior years | ||||||||||||
| -Overprovision in respect of prior years | ( | ) | ( | ) | ( | ) | ||||||
| Income tax (benefit)/expense | ( | ) | ( | ) | ||||||||
| F-31 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 9. | Right of use assets |
Schedule of Right of use assets
| 2025 | 2025 | 2024 | ||||||||||
| US$ | S$ | S$ | ||||||||||
| Cost | ||||||||||||
| At beginning of financial year | ||||||||||||
| Additions | ||||||||||||
| Depreciation | ||||||||||||
| Acquisition | ||||||||||||
| Written off | ( | ) | ( | ) | ||||||||
| Fair value reserve | ||||||||||||
| At end of financial year | ||||||||||||
| Accumulated Depreciation | ||||||||||||
| At beginning of financial year | ||||||||||||
| Acquisition | ||||||||||||
| Depreciation | ||||||||||||
| Written off | ( | ) | ( | ) | ||||||||
| At end of financial year | ||||||||||||
| Carrying amount | ||||||||||||
| At end of financial year | ||||||||||||
| F-32 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 10. | Property and equipment |
Schedule of Property and equipment
Machinery | Furniture & Fittings | Medical equipment | Renovation |
Air conditioner | Computer & office equipment | Software |
Total | |||||||||||||||||||||||||
| S$ | S$ | S$ | S$ | S$ | S$ | S$ | S$ | |||||||||||||||||||||||||
| Cost | ||||||||||||||||||||||||||||||||
| At July 1, 2023 | ||||||||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||||||
| At June 30, 2024 | ||||||||||||||||||||||||||||||||
| Acquisition | ||||||||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||||||
| Written off | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Fair value reserve | ||||||||||||||||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||||||||||
| At June 30, 2025 | ||||||||||||||||||||||||||||||||
| Accumulated depreciation | ||||||||||||||||||||||||||||||||
| At July 1, 2023 | ||||||||||||||||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||||||||||
| At June 30, 2024 | ||||||||||||||||||||||||||||||||
| Acquisition | ||||||||||||||||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||||||||||
| Written off | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| At June 30, 2025 | ||||||||||||||||||||||||||||||||
| Net book values | ||||||||||||||||||||||||||||||||
| At June 30, 2024 | ||||||||||||||||||||||||||||||||
| At June 30, 2025 | ||||||||||||||||||||||||||||||||
| US$ | ||||||||||||||||||||||||||||||||
| At June 30, 2025 | ||||||||||||||||||||||||||||||||
| F-33 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 11. | Inventories |
Schedule of Inventories
| 2025 | 2025 | 2024 | ||||||||||
| US$ | S$ | S$ | ||||||||||
| Statement of financial position: | ||||||||||||
| Medicine, drugs and medical devices | ||||||||||||
| Statement of comprehensive income: | ||||||||||||
| Inventories recognized as an expense in cost of sales | ||||||||||||
| 12. | Trade and other receivables |
Schedule of trade and other receivables
| 2025 | 2025 | 2024 | ||||||||||
| US$ | S$ | S$ | ||||||||||
| Trade receivables: | ||||||||||||
| - third parties | ||||||||||||
| Less: Allowance for expected credit loss | ( | ) | ( | ) | ( | ) | ||||||
| Trade Receivables | ||||||||||||
| Deposits | ||||||||||||
| Prepayments | ||||||||||||
| Other receivables: | ||||||||||||
| - third parties | ||||||||||||
| Trade and other receivables | ||||||||||||
Trade receivables are unsecured, non-interest bearing and are generally on 60 days terms (June 30, 2024: 60 days).
There is no other class of financial assets that is past due and/or impaired except for trade receivables.
Trade and other receivables are denominated in Singapore Dollar.
The
deposits include payments made for custodian services amounting to S$
| F-34 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 12. | Trade and other receivables (Continued) |
The movement in allowance for expected credit losses of trade receivables computed based on lifetime ECL was as follows:
Schedule of movement in allowance for expected credit losses
| 2025 | 2025 | 2024 | ||||||||||
| US$ | S$ | S$ | ||||||||||
| Beginning of financial year | ||||||||||||
| Allowance for expected credit losses | ||||||||||||
| Less: Reversal of allowance for expected credit losses | ( | ) | ( | ) | ( | ) | ||||||
| End of financial year | ||||||||||||
| 13. | Cash and cash equivalents |
Schedule of cash and cash equivalents
| 2025 | 2025 | 2024 | ||||||||||
| US$ | S$ | S$ | ||||||||||
| Cash on hand | ||||||||||||
| Cash at banks | ||||||||||||
| Cash and cash equivalents | ||||||||||||
| 14. | Amount due from/to related parties |
Amount due from related parties
On
June 27, 2023, Rainforest Capital VCC (the “Purchaser”) entered into a sale and purchase agreement with Dr. Kevin Yip (the
“Seller”) for the transfer of the entire share capital of Basel Medical Group Pte. Ltd. According to the sales and purchase
agreement, the Provisional Consideration shall be an aggregate amount equivalent to the sum of S$
On
July 1, 2023, S$
| F-35 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 14. | Amount due from/to related parties (continued) |
As
part of the agreement on the purchase consideration between Rainforest Capital VCC as the buyer and Dr. Kevin Yip as the seller for the
purchase of the shares of Basel Medical Group Pte. Ltd. under the sale and purchase agreement dated June 27, 2023, the outstanding receivables
due from director, Dr. Kevin Yip, and related party, Singmed Investment Pte Ltd, have been assigned to and are borne by Rainforest Capital
VCC. On August 23, 2024, Rainforest Capital VCC entered into a deed of undertaking (the “Repayment Deed”) with the Group,
undertaking to fully transfer and pay to the Group, any and all outstanding receivables that is owed by Singmed Investment Pte Ltd and
Dr. Kevin Yip to the Group, being S$
The following table sets out the amounts owed to the Group by Rainforest Capital VCC, which has assumed the obligations of Dr. Kevin Yip and Singmed Investment Pte Ltd pursuant to the Repayment Deed as of the date indicated below.
Schedule of amount due from related party
June 30, 2023 | June 30, 2023 | |||||||
| US$ | S$ | |||||||
| Amount due from a director | ||||||||
| Amount due from related parties | ||||||||
| Total | ||||||||
For
the financial year ended June 30, 2024, the Group incurred an aggregate sum of S$
In
addition, Rainforest Capital VCC has paid an aggregate sum of US$
Following such repayment, the full amount due from a former director and Singmed Investment Pte Ltd, that has been assigned to Rainforest Capital VCC, has been fully paid off.
Amount due to related parties
Amount due to related parties consist of amount due to shareholders and directors. The amounts are non-trade in nature, unsecured, interest-bearing, repayable on demand and is to be settled in cash.
Amount due to a related parties represents advances provided to cover various business expenses and other expenditures incurred by the Group in the ordinary course of business.
| F-36 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 15. | Borrowings |
Schedule of borrowings
| 2025 | 2025 | 2024 | ||||||||||
| US$ | S$ | S$ | ||||||||||
| Current: | ||||||||||||
| - Bank overdraft | ||||||||||||
| - Lease liabilities | ||||||||||||
| - Bank borrowings | ||||||||||||
| Borrowings Current | ||||||||||||
| Non-current: | ||||||||||||
| - Lease liabilities | ||||||||||||
| - Bank borrowings | ||||||||||||
| Borrowings Non-Current | ||||||||||||
| Borrowings | ||||||||||||
The breakdown of borrowings are as follows:
Schedule of breakdown borrowings
| 2025 | 2025 | 2024 | ||||||||||
| US$ | S$ | S$ | ||||||||||
| Term loan #1 | ||||||||||||
| Term loan #2 | ||||||||||||
| Term loan #3 | ||||||||||||
| Term loan #4 | ||||||||||||
| Term loan #6 | ||||||||||||
| Term loan #7 | ||||||||||||
| Term loan #9 | ||||||||||||
| Term loan #10 | ||||||||||||
| Term loan #11 | ||||||||||||
| Term loan #12 | ||||||||||||
| Term loan | ||||||||||||
| F-37 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 15. | Borrowings (Continued) |
The details of borrowings are as follows:
Schedule of details borrowings
| Term loan | Facility amount | Effective interest rate | Maturity date | |||||
| % p.a. | ||||||||
| Term loan #1 | S$ | % | ||||||
| Term loan #2 | S$ | % | ||||||
| Term loan #3 | S$ | % | ||||||
| Term loan #4 | S$ | % | ||||||
| Term loan #6 | S$ | % | ||||||
| Term loan #7 | S$ | % | ||||||
| Term loan #9 | S$ | % | ||||||
| Term loan #10 | S$ | % | ||||||
| S$ | % | |||||||
| S$ | % | |||||||
| S$ | % | |||||||
| S$ | % | |||||||
| Term loan #11 | S$ | % | ||||||
| S$ | % | |||||||
| Term loan #12 | S$ | % | ||||||
Term loan #1 to #12 was fully settled during the financial year, and as at June 30, 2025, there are no outstanding bank borrowings.
| F-38 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 15. | Borrowings (Continued) |
A reconciliation of liabilities arising from financing activities is as follows:
Schedule of reconciliation of liabilities arising from financing activities
Beginning of | Proceed from | Non-cash changes | Fair | End of | ||||||||||||||||||||||||||||
|
financial
| Cash flows |
bank borrowings | Addition | Accretion of interests | Other | value reserve |
financial year | |||||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||||||||
| June 30, 2025 | ||||||||||||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||||||||
| Bank overdraft | ||||||||||||||||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||||||||||||||
| - Current | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| - Non-current | ||||||||||||||||||||||||||||||||
| Bank borrowings | ||||||||||||||||||||||||||||||||
| - Current | ( | ) | ||||||||||||||||||||||||||||||
| - Non-current | ( | ) | ||||||||||||||||||||||||||||||
| ( | ) | ( | ) | |||||||||||||||||||||||||||||
| F-39 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 15. | Borrowings (Continued) |
Beginning of | Proceed from | Non-cash changes | Fair | End of | ||||||||||||||||||||||||||||
|
financial
| Cash flows |
bank borrowings | Addition | Accretion of interests | Other | value reserve | financial
year | |||||||||||||||||||||||||
| S$ | S$ | S$ | S$ | S$ | S$ | S$ | S$ | |||||||||||||||||||||||||
| June 30, 2025 | ||||||||||||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||||||||
| Bank overdraft | ||||||||||||||||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||||||||||||||
| - Current | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| - Non-current | ||||||||||||||||||||||||||||||||
| Bank borrowings | ||||||||||||||||||||||||||||||||
| - Current | ( | ) | - | |||||||||||||||||||||||||||||
| - Non-current | ( | ) | ||||||||||||||||||||||||||||||
| ( | ) | ( | ) | |||||||||||||||||||||||||||||
| June 30, 2024 | ||||||||||||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||||||||||||||
| - Current | ( | ) | ||||||||||||||||||||||||||||||
| - Non-current | ( | ) | ||||||||||||||||||||||||||||||
| Bank borrowings | ||||||||||||||||||||||||||||||||
| - Current | ( | ) | ||||||||||||||||||||||||||||||
| - Non-current | ( | ) | ||||||||||||||||||||||||||||||
| ( | ) | ( | ) | |||||||||||||||||||||||||||||
| F-40 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 16. | Trade and other payables |
Schedule of trade and other payables
| 2025 | 2025 | 2024 | ||||||||||
| US$ | S$ | S$ | ||||||||||
| Trade payables | ||||||||||||
| - third parties | ||||||||||||
| Accruals | ||||||||||||
| GST payables | ||||||||||||
| Other payables | ||||||||||||
| - third parties | ||||||||||||
| Total | ||||||||||||
Trade
payables are non-interest bearing and are normally settled on
Other payables are non-trade related, unsecured, non-interest bearing, repayable on demand and are to be settled in cash.
Trade and other payables are denominated in Singapore Dollar.
| 17. | Amount due to a former director |
Amount due to a former director is denominated in Singapore Dollar. Please refer to Note 14 for the terms of the sale and purchase agreement between Rainforest Capital VCC and Dr. Kevin Yip, a former director.
| F-41 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 18. | Share capital |
The Company was established under the laws of BVI on August 10, 2023 with authorized share of ordinary shares amounting to S$ (US$) at a subscription price of US$ per share at the time of incorporation.
The Company is authorized to issue one class of ordinary share.
The holders of ordinary shares are entitled to receive dividends as and when declared by the Group. All ordinary shares carry one vote per share without restrictions. The ordinary shares have no par value.
In February 2025, following the Company’s initial public offering on Nasdaq, ordinary shares at a subscription price of US$ per share were issued.
In March 2025, following the exercise of the overallotment option by the underwriter, ordinary shares at a subscription price of US$ per share were issued.
As of June 30, 2025, ordinary shares of the Company were issued in total.
| 19. | Leases |
Company as a lessee
The Company has lease contracts for clinics. The Company’s obligations under these leases are secured by the lessor’s title to the leased assets. The Company is restricted from assigning and subleasing the leased assets.
The
Company also has certain leases of machinery with lease terms of
| (a) | Carrying amounts of right-of-use assets under leasing arrangements |
The carrying amounts of right-of-use assets under leasing arrangements are disclosed in Note 9.
| (b) | Lease liabilities |
The
carrying amount of lease liabilities (included under borrowings) and the movements during the year are disclosed in Note 15 and the maturity
analysis of lease liabilities is disclosed in Note 25 under liquidity risk. The Company adopt
| F-42 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 19. | Leases (Continued) |
Schedule of amounts recognized in profit or loss
| (c) | Amounts recognized in profit or loss |
| 2025 | 2025 | 2024 | ||||||||||
| US$ | S$ | S$ | ||||||||||
| Depreciation of right-of-use assets | ||||||||||||
| Interest expense on lease liabilities | ||||||||||||
| Lease expense not capitalized in lease liabilities: | ||||||||||||
| - Expense relating to short-term leases | ||||||||||||
| Total amount recognized in profit or loss | ||||||||||||
| (d) | Total cash outflow |
The
Company had total cash outflows for leases of S$
| (e) | Extension options |
The Company has several lease contracts that include extension options. These options are negotiated by management to provide flexibility in managing the leased-asset portfolio and align with the Company’s business needs. Management exercises significant judgement in determining whether these extension options are reasonably certain to be exercised.
| F-43 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 20. | Significant related party transactions |
In addition to the related party information disclosed elsewhere in the consolidated financial statements, the following transactions with related parties took place at terms agreed between the parties during the financial period:
Schedule of transactions with related parties
| 2025 | 2025 | 2024 | ||||||||||
| US$ | S$ | S$ | ||||||||||
| Interest income on loan to related party | ||||||||||||
| Management fee | ||||||||||||
| Payment made on behalf to related parties | ||||||||||||
Compensation of key management personnel
Schedule of compensation of key management personnel
| 2025 | 2025 | 2024 | ||||||||||
| US$ | S$ | S$ | ||||||||||
| Salaries and bonuses | 544,854 | |||||||||||
| CPF | 46,540 | |||||||||||
| Total | 591,394 | |||||||||||
| 21. | Impairment loss on goodwill |
Acquisition of Bethesda Medical Pte Ltd and its subsidiary, Oasis Medical Clinic Pte Ltd (“Bethesda Group Acquisition”)
On April 30, 2025, the Company completed its acquisition on all of the ordinary shares in the issued and paid-up share capital of Bethesda
Medical Pte Ltd, a company incorporated in Singapore. Pursuant to the Sale and Purchase Agreement, the aggregate consideration is S$
Following the completion of the acquisition, Bethesda Medical Pte Ltd became a wholly owned indirect subsidiary of Basel Medical Group Ltd. The acquisition was in line with Basel Medical Group’s expansion strategy in Singapore and the broader Southeast Asian healthcare market. By broadening its service offerings and integrating advanced medical solutions, Basel Medical Group is positioning itself as a key player in the region’s evolving healthcare ecosystem.
The fair value of identifiable assets and liabilities of Bethesda Group as at the acquisition date were:
| 2025 | ||||
| S$ | ||||
| Purchase Consideration | ||||
| Assets and liabilities recognised as a result of the acquisition: | ||||
| Plant and equipment | ||||
| Right-of-use assets | ||||
| Deferred tax assets | ||||
| Inventories | ||||
| Trade and other receivables | ||||
| Cash and cash equivalents | ||||
| Lease liabilities | ( | ) | ||
| Deferred tax liabilities | ( | ) | ||
| Trade and other payables | ( | ) | ||
| Amount due to director | ( | ) | ||
| Net identifiable assets acquired | ( | ) | ||
| Add: Goodwill | ||||
| Purchase consideration | ||||
The acquired business contributed revenue
of S$
The
purchase consideration of US$
Impairment testing for CGUs containing goodwill
For the purposes of impairment testing, the carrying amount of the goodwill has been allocated to the respective clinics based on the revenue generated by each CGUs in the past 12 months as follows:
Schedule of impairment testing carrying amount of goodwill
| Clinics | Goodwill allocated S$ | |||
| Bethesda Medical Clinic (Suntec) | ||||
| Bethesda Medical Clinic (Grantral Mall-Macpherson) | ||||
| Bethesda Medical Clinic (Toa Payoh) | ||||
| Bethesda Medical Clinic (Beach Road) | ||||
| Bethesda Medical Clinic (Margaret Drive) | ||||
| Bethesda Medical Clinic (Tampines) | ||||
| Total | ||||
The recoverable amount of CGUs were based on its value in use, determined by discounting the pre-tax future cash flows to be generated from the continuing use of the CGUs.
Key assumptions used in the estimation of value in use were as follows:
Schedule of key assumptions used in the estimation of value
| Discount rate | % | |||
| Terminal growth rate | % | |||
| Revenue growth rate for next five years | % |
The discount rate was a pre-tax measure based on the rate of 10-year government bonds issued by the government in the relevant market and in the same currency as the cash flows, adjusted for a risk premium to reflect both the increased risk of investing in equities generally and the systematic risk of the specific CGU.
Five years of cash flows were included in the discounted cash flow model.
Revenue growth was projected based on expectations of future outcomes taking into account the growth rate of comparable business in the industry.
As the new subsidiary’s operation has yet to be turned around, an impairment loss on the goodwill from this investment has been fully recognised in year ended June 30, 2025. Following the impairment loss, the carrying amount of the goodwill is nil.
| F-44 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 22. | Share based payment reserve |
In February 2025, the company entered into an employment contract with an employee in which the employee is entitled to S$ worth of the company’s share per month, based on the actual share price for the month. The movement and number of shares are as follows:
| Date | S$ | US$ | Share price | Number of shares | ||||||||||||
| As at July 1, 2024 | ||||||||||||||||
| Entitlement | ||||||||||||||||
| March 19, 2025 | ||||||||||||||||
| April 19, 2025 | ||||||||||||||||
| May 19, 2025 | ||||||||||||||||
| June 19, 2025 | ||||||||||||||||
| Total entitlement | ||||||||||||||||
| As at June 30, 2025 | ||||||||||||||||
During the financial year ended June 30, 2025, the Group recognised share-based expense of S$ (US$) and the employee is entitled to shares and expected to be granted by June 30, 2026.
| 23. | Deferred tax assets and liabilities |
Deferred tax assets and liabilities are attributable to the following:
Schedule of deferred tax assets and liabilities
| US$ | S$ | S$ | US$ | S$ | S$ | |||||||||||||||||||
| Assets | Liabilities |
|||||||||||||||||||||||
2025 |
2024 | 2025 | 2024 | |||||||||||||||||||||
| US$ | S$ | S$ | US$ | S$ | S$ | |||||||||||||||||||
| Property, plant and equipment | ||||||||||||||||||||||||
| Right-of-use assets | - |
|||||||||||||||||||||||
| Inventories | - | |||||||||||||||||||||||
| Trade receivables | ( |
) | ( |
) |
( |
) | ||||||||||||||||||
| Other payable | - |
|||||||||||||||||||||||
| Lease liabilities | - |
( | ) | ( | ) | |||||||||||||||||||
| Others | - |
|||||||||||||||||||||||
| Net deferred tax (assets) liabilities | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Movement in deferred tax balances:
Schedule of deferred tax balance
Balance as at |
Recognized in profit or loss |
Balance as at June 30, 2024 |
Balance as at July 1, 2024 | Recognized in profit or loss |
Acquired in business combinations | Balance
as at | ||||||||||||||||||||||
| S$ | S$ | S$ | S$ | S$ | S$ | S$ | ||||||||||||||||||||||
| Property, plant and equipment | ( |
) | ||||||||||||||||||||||||||
| Right-of-use assets | ||||||||||||||||||||||||||||
| Inventories | ||||||||||||||||||||||||||||
| Trade receivables | ( |
) | ( |
) | ( |
) | ( | ) | ||||||||||||||||||||
| Other payable | ||||||||||||||||||||||||||||
| Lease liabilities | ( | ) | ( | ) | ||||||||||||||||||||||||
| Others | ||||||||||||||||||||||||||||
| Net deferred tax (assets) liabilities | ( |
) | ( |
) | ( |
) | ( | ) | ||||||||||||||||||||
| 24. | Fair value of assets and liabilities |
Assets and liabilities not measured at fair value
Cash and cash equivalents, other receivables, amount due from/(to) related parties, other payables
The carrying amounts of these balances approximate their fair values due to the short-term nature of these balances.
Trade receivables and trade payables
The carrying amounts of these receivables and payables approximate their fair values as they are subject to normal trade credit terms.
Borrowings
The carrying amounts of borrowings approximate their fair values as they are subject to interest rates close to market rate of interests for similar arrangements with financial institutions.
| 25. | Financial risk management |
The Group’s activities expose it to a variety of financial risks from its operations. The key financial risks include credit risk, market risk (including foreign currency risk, interest rate risk) and liquidity risk.
The Directors review and agree policies and procedures for the management of these risks, which are executed by the management team. It is, and has been throughout the current and previous financial year, the Group’s policy that no trading in derivatives for speculative purposes shall be undertaken.
The following sections provide details regarding the Group’s exposure to the abovementioned financial risks and the objectives, policies and processes for the management of these risks.
There has been no change to the Group’s exposure to these financial risks or the manner in which it manages and measures the risks.
| a) | Credit risk |
Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in a loss to the Group. The Group’s exposure to credit risk arises primarily from trade and other receivables.
| F-45 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 25. | Financial risk management (Continued) |
| a) | Credit risk (Continued) |
The Group has adopted a policy of only dealing with creditworthy counterparties. The Group performs ongoing credit evaluation of its counterparties’ financial condition and generally do not require a collateral.
The Group considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period.
The Group has determined the default event on a financial asset to be when internal and/or external information indicates that the financial asset is unlikely to be received, which could include default of contractual payments due for more than 60 days, default of interest due for more than 30 days or there is significant difficulty of the counterparty.
To minimise credit risk, the Group has developed and maintained the Group’s credit risk gradings to categorise exposures according to their degree of risk of default. The credit rating information is supplied by publicly available financial information and the Group’s own trading records to rate its major customers and other debtors. The Group considers available reasonable and supportive forward-looking information which includes the following indicators:
| - | Actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change to the debtor’s ability to meet its obligations |
| - | Actual or expected significant changes in the operating results of the debtor |
| - | Significant increases in credit risk on other financial instruments of the same debtor |
| - | Significant changes in the expected performance and behaviour of the debtor, including changes in the payment status of debtors in the Group and changes in the operating results of the debtor. |
Regardless of the analysis above, a significant increase in credit risk is presumed if a debtor is more than 30 days past due in making contractual payment.
The Group determined that its financial assets are credit-impaired when:
| - | There is significant difficulty of the debtor |
| - | A breach of contract, such as a default or past due event |
| - | It is becoming probable that the debtor will enter bankruptcy or other financial reorganisation |
| - | There is a disappearance of an active market for that financial asset because of financial difficulty |
| F-46 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 25. | Financial risk management (Continued) |
| a) | Credit risk (Continued) |
The Group categorises a receivable for potential write-off when a debtor fails to make contractual payments more than 120 days past due. Financial assets are written off when there is evidence indicating that the debtor is in severe financial difficulty and the debtor has no realistic prospect of recovery.
The Group’s current credit risk grading framework comprises the following categories:
Schedule of group’s current credit risk grading framework
Category |
Definition of category |
Basis for recognising expected credit loss (ECL) | ||
| I | ||||
| II | ||||
| III | ||||
| IV |
The table below details the credit quality of the Group’s financial assets, as well as maximum exposure to credit risk by credit risk rating categories:
Schedule of financial assets, minimum exposure to credit risk
Note |
Category | 12-month or lifetime ECL | Gross carrying amount |
Loss allowance | Net carrying amount | |||||||||||||||
| US$ | US$ | US$ | ||||||||||||||||||
| June 30, 2025 | ||||||||||||||||||||
| Trade receivables | 12 | Note 1 | Lifetime ECL (simplified) | ( | ) | |||||||||||||||
| Other receivables | 12 | I | 12-month ECL | |||||||||||||||||
| Deposits | 12 | I | 12-month ECL | |||||||||||||||||
| ( | ) | |||||||||||||||||||
| F-47 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 25. | Financial risk management (Continued) |
| a) | Credit risk (Continued) |
Note |
Category | 12-month or lifetime ECL | Gross carrying amount |
Loss allowance | Net carrying amount | |||||||||||||||
| S$ | S$ | S$ | ||||||||||||||||||
| June 30, 2025 | ||||||||||||||||||||
| Trade receivables | 12 | Note 1 | Lifetime ECL (simplified) | ( | ) | |||||||||||||||
| Other receivables | 12 | I | 12-month ECL | |||||||||||||||||
| Deposits | 12 | I | 12-month ECL | |||||||||||||||||
| ( | ) | |||||||||||||||||||
| June 30, 2024 | ||||||||||||||||||||
| Trade receivables | 12 | Note 1 | Lifetime ECL (simplified) | ( | ) | |||||||||||||||
| Other receivables | 12 | I | 12-month ECL | |||||||||||||||||
| Deposits | 12 | I | 12-month ECL | |||||||||||||||||
| Amount due from related parties | 14 | I | 12-month ECL | |||||||||||||||||
| ( | ) | |||||||||||||||||||
Trade receivables (Note 1)
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. The Group determines the ECL by using a provision matrix, estimated based on historical credit loss experience based on the past due status of the debtors, adjusted as appropriate to reflect current conditions and estimates of future economic conditions.
| F-48 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 25. | Financial risk management (Continued) |
| a) | Credit risk (Continued) |
Schedule of credit risk
| US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||
| Trade and other receivables | ||||||||||||||||||||||||
| Days past due | ||||||||||||||||||||||||
Not past due | 1 – 60 days | 61 – 120 days | > 120 days | > 365 days |
Total | |||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||
| June 30, 2025 | ||||||||||||||||||||||||
| ECL rate | % | % | % | % | % | |||||||||||||||||||
| Estimated total gross carrying amount at | ||||||||||||||||||||||||
| ECL | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Other receivables | ||||||||||||||||||||||||
| S$ | S$ | S$ | S$ | S$ | S$ | |||||||||||||||||||
| Trade and other receivables | ||||||||||||||||||||||||
| Days past due | ||||||||||||||||||||||||
Not past due | 1 – 60 days | 61 – 120 days | > 120 days | > 365 days |
Total | |||||||||||||||||||
| S$ | S$ | S$ | S$ | S$ | S$ | |||||||||||||||||||
| June 30, 2025 | ||||||||||||||||||||||||
| ECL rate | % | % | % | % | % | |||||||||||||||||||
| Estimated total gross carrying amount at | ||||||||||||||||||||||||
| ECL | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Other receivables | ||||||||||||||||||||||||
| June 30, 2024 | ||||||||||||||||||||||||
| ECL rate | % | % | % | % | % | |||||||||||||||||||
| Estimated total gross carrying amount at | ||||||||||||||||||||||||
| ECL | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Other receivables | ||||||||||||||||||||||||
Information regarding movement of loss of allowance of trade receivables is disclosed in Note 12.
| F-49 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 25. | Financial risk management (Continued) |
| a) | Credit risk (Continued) |
Excessive risk concentration
Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical region, or have economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Group’s performance to developments affecting a particular industry.
Exposure to credit risk
The
Group have no significant concentration of credit risk other than those balances with related company comprising
Other receivables, amount due from related parties
The Group assessed the latest performance and financial position of the counterparties, adjusted for the future outlook of the industry in which the counterparties operate in, and concluded that there has been no significant increase in the credit risk since the initial recognition of the financial assets. Accordingly, the Group measured the impairment loss allowance using 12-month ECL and determined that the ECL is insignificant.
| b) | Market risk |
Market risk is the risk that changes in market prices, such as interest rates and foreign exchange rates will affect the Group’s income. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return on risk.
Foreign currency risk
The Group’s foreign exchange risk results mainly from cash flows from transactions denominated in foreign currencies. At present, the Group does not have any formal policy for hedging against currency risk. The Group ensures that the net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates, where necessary, to address short term imbalances.
The Group has transactional currency exposures arising from sales or purchases that are denominated in a currency other than the functional currency of the Group.
The Group determined that sensitivity to the exchange rate changes does not impose significant impact on the results and operations of the Group.
| F-50 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 25. | Financial risk management (Continued) |
| b) | Market risk (Continued) |
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of the Group’s financial instruments will fluctuate because of changes in market interest rates. The Group’s exposure to interest rate risk arises primarily from fixed deposits. These transactions and balances were not significant.
The Group does not expect any significant effect on the Group’s profit or loss arising from the effects of reasonably possible changes to interest rates on interest bearing financial instruments at the end of the financial year due to those interest-bearing assets and liabilities are insignificant.
| c) | Liquidity risk |
Liquidity risk refers to the risk that the Group will encounter difficulties in meeting its short-term obligations due to shortage of funds. The Group’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. It is managed by matching the payment and receipt cycles. The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of standby credit facilities. The Group finances its working capital requirements through funds generated from operations of the Group. Management is satisfied that funds are available to finance the operation of the Group.
Analysis of financial instruments by remaining contractual maturities
The table below summarises the maturity profile of the Group’s financial assets and liabilities at the reporting date based on contractual undiscounted repayment obligations.
Schedule of remaining contractual undiscounted repayment obligations
Carrying amount | Contractual cash flows | One year or less | Two years to five years | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| June 30, 2025 | ||||||||||||||||
| Financial assets | ||||||||||||||||
| Trade and other receivables | ||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||
| Total undiscounted financial assets | ||||||||||||||||
| F-51 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 25. | Financial risk management (Continued) |
| c) | Liquidity risk (Continued) |
Analysis of financial instruments by remaining contractual maturities (Continued)
Carrying amount | Contractual cash flows | One year or less | Two years to five years | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| June 30, 2025 (Continued) | ||||||||||||||||
| Financial liabilities | ||||||||||||||||
| Trade and other payables | ||||||||||||||||
| Lease liabilities | ||||||||||||||||
| Amount due to a former director | ||||||||||||||||
| Amount due to related parties | ||||||||||||||||
| Borrowings |
| |||||||||||||||
| Total undiscounted financial liabilities | ||||||||||||||||
| Total net undiscounted financial assets/ (liabilities) | ( | ) | ( | ) | ( | ) | ||||||||||
Carrying amount | Contractual cash flows | One year or less | Two years to five years | |||||||||||||
| S$ | S$ | S$ | S$ | |||||||||||||
| June 30, 2025 | ||||||||||||||||
| Financial assets | ||||||||||||||||
| Trade and other receivables | ||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||
| Total undiscounted financial assets | ||||||||||||||||
| Financial liabilities | ||||||||||||||||
| Trade and other payables | ||||||||||||||||
| Lease liabilities | ||||||||||||||||
| Amount due to related parties | ||||||||||||||||
| Borrowings | ||||||||||||||||
| Total undiscounted financial liabilities | ||||||||||||||||
| Total net undiscounted financial assets/ (liabilities) | ( | ) | ( | ) | ( | ) | ||||||||||
| F-52 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 25. | Financial risk management (Continued) |
| c) | Liquidity risk (Continued) |
Analysis of financial instruments by remaining contractual maturities (Continued)
Carrying amount | Contractual cash flows | One year or less | Two years to five years | |||||||||||||
| S$ | S$ | S$ | S$ | |||||||||||||
| June 30, 2024 | ||||||||||||||||
| Financial assets | ||||||||||||||||
| Trade and other receivables | ||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||
| Amount due from related parties | ||||||||||||||||
| Total undiscounted financial assets | ||||||||||||||||
| Financial liabilities | ||||||||||||||||
| Trade and other payables | ||||||||||||||||
| Lease liabilities | ||||||||||||||||
| Amount due to related parties | ||||||||||||||||
| Amount due to a former director | ||||||||||||||||
| Borrowings | ||||||||||||||||
| Total undiscounted financial liabilities | ||||||||||||||||
| Total net undiscounted financial assets/(liabilities) | ( | ) | ||||||||||||||
| F-53 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 26. | Financial instruments by category |
At the reporting date, the aggregate carrying amounts of financial assets, at FVPL, financial assets measured at amortized cost and financial liabilities at amortized cost were as follows:
Schedule of financial assets measured at amortized cost and financial liabilities at amortized cost
| June 30, 2025 | June 30, 2025 | June 30, 2024 | ||||||||||
| US$ | S$ | S$ | ||||||||||
| Financial assets measured at amortized cost | ||||||||||||
| Trade and other receivables | ||||||||||||
| Cash and cash equivalents | ||||||||||||
| Amount due from related parties | ||||||||||||
| Total financial assets measured at amortized cost | ||||||||||||
| Financial liabilities measured at amortized cost | ||||||||||||
| Trade and other payables | ||||||||||||
| Amount due to related parties | ||||||||||||
| Amount due to a former director | ||||||||||||
| Borrowings | ||||||||||||
| Total financial liabilities measured at amortized cost | ||||||||||||
| 27. | Capital management |
The primary objective of the Group’s capital management is to safeguard the entity’s ability to continue as a going concern. The related parties have undertaken not to recall the amounts due to them until such time the Company is in the position to repay these amounts without impairing its liquidity position and to provide continuing financial support and adequate funds to enable the Company to meet its liabilities as and when they fall due.
No changes were made in the objectives, policies or processes during the financial year ended June 30, 2025.
The Group is not subjected to either internal or external imposed capital requirement. The Group’s overall strategy remains unchanged from 2024.
| F-54 |
Basel Medical Group Ltd. and its Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For year ended June 30, 2025 and 2024
| 28. | Events occurring after the reporting period |
There were no significant events that occurred after the financial year ended June 30, 2025, which require adjustment to the financial statements.
However, the following non-adjusting events occurred subsequent to the reporting period:
| a) | In July 2025, the Company has appointed NLA DFK Assurance PAC as its new auditor, in place of Onestop Assurance PAC. |
| b) | In July 2025, the Company has put on hold the plan for the acquisition of Bitcoin in exchange for the issue of ordinary shares in the Company. |
| c) | In
July 2025, Basel Medical Group Pte Ltd has made |
| d) | In July 2025, the Company’s subsidiary, Pharma Avenue Pte Ltd, increased its share capital to shares. |
| e) | In August 2025, Mr Tan Boon Chye (Darren) was appointed as the Chief Commercial Officer of the Company. In the same month, Mr Vincent Teo resigned as Chief Partnership Officer from the Company. |
| f) | In
September 2025, Eyetrust Medical Pte Ltd was incorporated with Basel Medical Group Pte Ltd
holding |
| g) | In September 2025, the Company’s subsidiary, Bethesda Medical Pte Ltd, has fully disposed its investment in associate company, Cereza Bethesda Medical Pte Ltd. |
| h) | In
October 2025, Chartered Imaging Pte Ltd was incorporated with Basel Medical Group Pte Ltd
holding |
| i) | In
October 2025, Basel Medical Group Pte Ltd has obtained a S$ | |
| j) | The major shareholder, Rainforest Capital VCC has agreed to provide financial support for at least 12 months from the date of the auditor’s report. | |
| k) | In December 2025, Lucky Pet Service Pte Ltd was incorporated with Basel Medical Group Pte Ltd holding | |
| l) | In January 2026, Atlas Medical Concierge Pte Ltd was incorporated with Basel Medical Group Pte Ltd holding | |
| m) | In addition to the sale and purchase agreement entered with Silkroute Biomed Healthcare Pte. Ltd. for the acquisition
of all of the ordinary shares in the issued and paid-up share capital of Bethesda Medical Pte. Ltd in April 2025, a waiver letter with
Silkroute Biomed Healthcare Pte. Ltd. was signed in October 2025. The remaining deferred consideration of USD | |
| n) | On January 22, 2026, Nasdaq has determined that the Company’s common stock does not comply with the minimum $1 bid price requirement based upon the closing bid price for the last 30 consecutive business days. The Company has been given a compliance period of 180 calendar days to regain compliance. |
| F-55 |
Exhibit 8.1
List of Subsidiaries of the Registrant
| Subsidiaries | Jurisdiction of Incorporation | |
| Basel Medical Group Pte. Ltd. (previously known as Singmed Specialists Pte. Ltd.) | Singapore | |
| Singapore Knee, Sports and Orthopaedic Clinic Pte. Ltd. | Singapore | |
| Singapore Knee, Sports and Orthopaedic Services Pte. Ltd. | Singapore | |
| Singapore Sports & Orthopaedic Clinic Pte. Ltd. | Singapore | |
| Singapore Sports & Orthopaedic Services Pte. Ltd. | Singapore | |
| SSOC Pte. Ltd. | Singapore | |
| SSOS Pte. Ltd. | Singapore | |
| Pharma Avenue Pte. Ltd. (previously known as Singapore Sports and Physiotherapy Centre Pte. Ltd.) | Singapore
| |
| Basel Medflow Pte. Ltd. | Singapore | |
| Bethesda Medical Pte. Ltd. | Singapore | |
| Oasis Medical Clinic Pte. Ltd. | Singapore | |
| SSOC Farrer Park Pte. Ltd. | Singapore | |
| SSOC Novena Pte. Ltd. | Singapore | |
| SSOC Orchard Pte. Ltd. | Singapore | |
| Eyetrust Medical Pte. Ltd. | Singapore | |
| Chartered Imaging Pte. Ltd | Singapore | |
| Lucky Pet Service Pte. Ltd. | Singapore | |
| Atlas Medical Concierge Pte. Ltd. | Singapore |
Exhibit 11.2
BASEL MEDICAL GROUP LTD
STATEMENT OF POLICIES
GOVERNING MATERIAL NON-PUBLIC INFORMATION AND
THE PREVENTION OF INSIDER TRADING
| 1. | OBJECTIVE |
As a publicly-traded company, Basel Medical Group Ltd (the “Company” or “we”), directors, officers and employees of the Company, its subsidiaries and consolidated affiliated entities, and others who may have access to information regarding the Company are subject to securities laws relating to the treatment of undisclosed material information that prohibit trading in the Company’s securities while in possession of material non-public information about the Company. These laws also prohibit trading in the securities of other public companies to the extent that you come into possession of material non-public information of those companies.
The guidelines set out in this Trading Policy (the “Policy”) have been developed to protect the Company and those to whom this Policy applies by preventing improper trading, and the appearance of improper trading, in the Company’s securities. These guidelines are in addition to, and do not replace, securities laws in the United States and other applicable jurisdictions governing the trading of the Company’s securities.
It is essential that all persons to whom this Policy applies are aware of the laws relating to insider trading. It is your personal responsibility to ensure that when you propose to trade in the Company’s securities or the securities of other public companies with which we do business, that you comply with this Policy and all applicable insider trading laws. If you are ever unsure of whether or not you are permitted to trade in the Company’s securities or the securities of another public company, contact the Chief Executive Officer or Chief Financial Officer (the “Compliance Officers”) at ______ before you act.
| 2. | SCOPE |
This Policy applies to all directors, officers and employees of the Company and its subsidiaries and consolidated affiliated entities and to consultants and contractors of the Company and its subsidiaries and consolidated affiliated entities, wherever located.
You should be particularly sensitive to ensuring that your spouse, partner or other family members who live with you do not, intentionally or unintentionally, gain access to undisclosed material information about the Company. The trading restrictions in this Policy and under securities laws, as well as the potential consequences for violation, will apply to your spouse, partner or other family members if they gain access to undisclosed material information.
This Policy applies to all trading in any securities of the Company, including any of the Company’s shares, securities convertible or exchangeable into shares or other securities of the Company, debt instruments, puts, calls, options and any other rights or obligations to purchase or sell securities of the Company. It also applies to derivative securities relating to the Company’s securities, whether or not issued by the Company. “Trading” for the purposes of this Policy includes purchases, sales and gifts, unless otherwise stated.
| 1 |
It is important to understand that this Policy applies to all securities that you beneficially own and/or over which you have direct or indirect control or direction, which includes securities owned by other persons (including family members, trusts or corporations) where you direct or influence their investment decisions.
| 3. | DEFINITIONS |
“Material information” means any fact or change (or a decision by the Board of Directors or senior management to implement a change) in the business, operations, financial situation or capital of the Company that would reasonably be expected to have a significant effect on the market price or value of the Company’s securities. Material information also includes information that a reasonable investor would consider to be important in reaching an investment decision. Any information that could be expected to affect a company’s stock price, whether positive or negative, or whether the change is large or small, may be considered material.
It is not possible to define all categories of information that is or may be considered material, as the ultimate determination of materiality by enforcement authorities will be based on an assessment of all of the facts and circumstances. Information that is material at one point in time may cease to be material at another point in time, and vice versa. While the following is not intended to be an exhaustive list or a substitute for the exercise of judgment in making materiality determinations, some examples of information that could be considered to be material include:
| ● | operating and financial results; | |
| ● | financial projections; | |
| ● | proposed mergers, acquisitions or joint ventures involving the Company or divestitures of significant assets or a subsidiary or consolidated affiliated entity by the Company; | |
| ● | changes in control or management; | |
| ● | Board of Directors changes; | |
| ● | changes in officers or other senior management of the Company; | |
| ● | public or private sales of the Company’s securities; | |
| ● | proposed or pending material financings; | |
| ● | events of default under financing or other agreements; | |
| ● | material transactions involving directors, officers or principal shareholders of the Company; | |
| ● | labor disputes or disputes with key customers; |
| 2 |
| ● | natural disasters or any other significant event related to environment, health and safety; | |
| ● | changes in the Company’s auditors, or a notification from its auditors that the Company may no longer rely on the auditors’ audit report; | |
| ● | pending or threatened litigation; | |
| ● | internal investigations and compliance-related matters; | |
| ● | material impairments, write-offs or restructurings; | |
| ● | creation of a material direct or contingent financial obligation; | |
| ● | impending bankruptcy or financial liquidity problems; | |
| ● | material agreements not in the ordinary course of business (or termination thereof); | |
| ● | significant risks or incidents relating to cybersecurity, data protection or privacy; | |
| ● | decisions or recommendations regarding dividend payments or policies or other modifications to the rights of the Company’s securityholders; | |
| ● | changes in capital or corporate structure; and | |
| ● | significant matters which could affect the market for Company securities, such as a forthcoming research recommendation by a major brokerage firm or the intention by any party to buy or sell a large amount of Company securities. |
“Undisclosed material information” means material information that has not yet been generally disclosed to the public. Material information about the Company should be considered non-public or undisclosed unless there is a certainty that it is publicly available. As a general rule, material information is only considered “generally disclosed” once it has been accurately published and widely disseminated, making it generally available to investors, and sufficient time has elapsed in order for investors to react to the information. The circulation of rumors, even if accurate and reported in the media, does not constitute effective public dissemination. Given the requirement that sufficient time has elapsed for investors to react to the information, even after public disclosure of material information about the Company, you must wait one (1) full trading day before you can treat the information as public, unless otherwise advised by the Compliance Officers that the sufficient time period is longer or shorter in light of prevailing circumstances. The term “trading day” means a day on which the stock exchange(s) on which the Company’s securities are traded (currently Nasdaq) are open for trading.
| 4. | GUIDELINES |
4.1
Insider trading and tipping restrictions
| 3 |
Insider trading and tipping prohibitions are designed to ensure that anyone who has access to undisclosed material information does not trade or assist others in trading to the disadvantage of investors generally.
(a) Persons in a “special relationship” with the Company
You may come into possession of material information about the Company or other companies in the normal course of your work (such as news about financial results prior to public disclosure, material corporate transactions, significant management changes, etc.). Under applicable United States securities laws, directors, officers, employees, contractors and consultants of the Company, among others, are considered to be in a “special relationship” with the Company and, as a result, are caught by the prohibitions against insider trading and tipping described below. The concept of a special relationship with a public company is defined very broadly and extends to any person or company who falls within one of the categories summarized in Appendix A. Importantly, it also captures a potentially infinite chain of persons who receive undisclosed material information about the Company.
(b) No trading on undisclosed material information
It is illegal and strictly prohibited by this Policy to directly or indirectly engage in any transaction involving a purchase or sale of the Company’s securities, or otherwise engage in any transactions (including gifting), directly or indirectly, in any of the Company’s securities, at any time when you have knowledge of undisclosed material information. To do so would be “insider trading”.
You may, from time to time, have to forego a proposed transaction in the Company’s securities even if you planned to complete the transaction before learning of the undisclosed material information. Questions about whether information is material, whether material information is now public or has been “generally disclosed”, or has ceased to be material, should be directed to the Compliance Officers of the Company.
Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money to settle a tax payment or for an emergency expenditure) are not exempted from these restrictions or the restrictions on tipping. The securities laws do not recognize mitigating circumstances and, in any event, even the appearance of an improper transaction must be avoided to preserve the Company’s reputation for adhering to the highest standards of conduct.
(c) No “tipping” or “recommending”
It is also illegal and strictly prohibited by this Policy to disclose, other than in the necessary course of business, undisclosed material information relating to the Company to any other person (such as, but not limited to, family members, neighbors, friends, acquaintances, investment professionals, financial planners, family companies or family trusts), or to make recommendations or encourage the purchase, sale or gifting of the Company’s securities on the basis of material non-public information. To do so would be “tipping”.
The question of whether a particular disclosure is being made in the “necessary course of business” is a mixed question of law and fact that must be determined on a case-by-case basis. While communications between employees, officers and board members, legal counsel, auditors and other professional advisors is generally acceptable, disclosure to analysts, institutional investors, other market professionals and members of the press and other media is a form of “tipping” and will not be considered to be in the necessary course of business. Questions about whether certain proposed disclosure is in the “necessary course of business” should be directed to the Compliance Officers of the Company.
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4.2 Restrictions on short selling and other speculative trading
Those to whom this Policy applies must refrain from active or speculative trading involving the Company’s securities based on short-term fluctuations in the price of the Company’s securities or other market conditions. This includes, but is not limited to, short sales, trading in puts, calls or options or similar rights or obligations to buy or sell the Company’s securities or derivative securities relating to the Company’s securities, and the purchase of the Company’s securities with the intention of quickly reselling them. You may, of course, exercise stock options granted to you by the Company and, subject to the restrictions discussed in this Policy, sell shares acquired through the exercise of those options.
A put is an option to sell a security at a specific price before a set date, and a call is an option or right to buy a security at a specific price before a set date. Generally, put options are purchased when a person believes the value of a security will fall, and call options are purchased when a person believes the value of a security will rise. A transaction in options is, in effect, a bet on the short-term movement of the Company’s securities, and therefore creates the appearance of trading on the basis of material non-public information. Transactions in options may also focus your attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, you may not engage in a put, call or other derivative security transaction relating to the Company’s securities on an exchange or in any other organized market without prior approval from the Compliance Officers.
4.3 Hedging transactions
Those to whom this Policy applies are also prohibited from purchasing financial instruments (such as prepaid variable forward contracts, equity swaps or collars) designed to hedge or offset a decrease in the market value of the Company’s securities.
Certain forms of hedging or monetization transactions, including zero-cost collars, equity swaps, exchange funds and forward sale contracts, allow a stockholder to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the stockholder to continue to own the covered securities, but without the full risks and rewards of ownership. Because participating in these transactions may cause you to no longer have the same objectives as the Company’s other stockholders, you may not engage in such transactions without prior approval from the Compliance Officers.
4.4 Margin accounts and pledges
Securities held in margin accounts for collateral as a margined loan may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. A margin sale or foreclosure sale that occurs at a time when the pledgor is aware of material non-public information or otherwise is not permitted to trade in the Company’s securities would fall under the restrictions in this Policy on trading during such times. Therefore, no person to whom the Policy is applicable may hold the Company’s securities in a margin account or pledge the Company’s securities as collateral for a loan without prior approval from the Compliance Officers.
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4.5 Trading blackouts
The Company has established certain periods (“Blackout Periods”) during which all directors, officers and employees of the Company shall refrain from conducting any transactions in the Company’s securities.
Unless otherwise advised by the Compliance Officers, a Blackout Period will begin 15 days prior to the end of a fiscal half year (December 31) or fiscal year (June 30) and will end one (1) full trading day after the public release of the Company’s financial results for such fiscal half year or year-end, as the case may be.
From time to time the Compliance Officers, in consultation with other departments within the Company, may impose special Blackout Periods, during which you and other affected persons will be prohibited from engaging in transactions in the Company’s securities. In the event of a special Blackout Period, the General Counsel will notify you and other affected persons, who will be prohibited from engaging in any transaction involving the Company’s securities until further written notice. The imposition of a special Blackout Period is itself confidential information, and the fact that it has been imposed may not be disclosed to others.
The Compliance Officers may shorten, suspend, terminate or extend any Blackout Period at such time and for such duration as deemed appropriate given the relevant circumstances. Any persons affected by such a modification will be appropriately notified.
Even in the absence of a Blackout Period, any person possessing undisclosed material information about the Company should not engage in any transactions in its securities until such information has been disclosed publicly for one (1) full trading day.
4.6 Certain exceptions
Stock Option Exercises: This Policy does not apply to the exercise of any employee stock options, whereby you pay out-of-pocket to exercise and hold the stock, or to the “net exercise” of a tax withholding right pursuant to which you elect to have the Company withhold shares subject to an option to satisfy tax-withholding requirements. This Policy does apply, however, to any sale of shares as part of a broker-assisted cashless exercise of an option or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.
Employee Stock Purchase Plan: This Policy does not apply to purchases of Company stock resulting from your periodic contribution of money to any employee stock purchase plan adopted by the Company from time to time pursuant to the election made by you at the time of enrollment. This Policy does apply, however, to (1) an election to participate in the plan for any enrollment period, (2) sales of Company stock purchased pursuant to the plan and (3) an election to increase or decrease the amount of automatic periodic contributions by payroll deduction to the plan.
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Restricted Stock and Restricted Stock Unit Awards: This Policy does not apply to the vesting and settlement of restricted stock and restricted stock units, or the withholding or sale of stock back to the Company to satisfy tax withholding obligations upon the vesting of any restricted stock or restricted stock units. The Policy does apply, however, to any market sale of stock after vesting.
Executive whose Permitted Entities or Permitted Transferees are involved in such transfer has certified to the Company that such Permitted Entity or Permitted Transferee has access to all information available to such Key Executive at the time of decision-making with respect to such transfer; provided further that any such transfer occurring other than during a Blackout Period or absent such certification shall otherwise be subject to the terms of this Policy.
4.7 Retention of Incentive Securities on Company’s platform
To enhance the Company’s ability to enforce this insider trading policy, directors, officers and employees of the Company, subsidiaries and consolidated affiliated entities must keep the Company’s securities acquired under the Company’s share incentive plans (including, for the avoidance of doubt, any equity stock purchase plan) (the “Incentive Securities”) in the Company’s equity management platform unless otherwise agreed by the Compliance Officers. However, directors and Section 16 Officers (as defined in Appendix B hereto) may transfer their Incentive Securities to their personal brokerage accounts for limited purposes, such as to establish a “10b5-1 trading plan”, subject to prior approval by the Compliance Officers. In addition, Incentive Securities may be transferred outside of the Company’s equity management platform upon termination of employment and/or services with the Company, provided that (i) directors and Section 16 Officers may not do so until three (3) months after their termination of employment and/or services with the Company unless otherwise agreed by the Compliance Officers; and (ii) the Compliance Officers may postpone the dates of such transfers made by those to whom this Policy applies in order to promote compliance with applicable insider trading laws.
4.8 Pre-clearance of trades by directors and Section 16 Officers
Before trading the Company’s securities, directors and Section 16 Officers of the Company must obtain written pre-clearance from the Chairman of the Board of Directors (whereas for any trading by the Chairman of the Board of Directors, the pre-clearance shall be obtained from the General Counsel). Each proposed trade will be evaluated to determine if it raises potential insider trading or other concerns under securities laws. Notwithstanding receipt of pre-clearance, (i) if the director or Section 16 Officer proposing to trade the Company’s securities becomes aware of material nonpublic information or becomes subject to a Blackout Period before the trade is effected, they shall not proceed with the trade; and (ii) it remains the responsibility of such director or Section 16 Officer to make an independent determination as to whether they possess material nonpublic information when the trade is made and that the trade is not in violation of insider trading and other applicable laws.
4.9 10b5-1 trading plans
Those to whom this Policy applies must follow the guidelines set forth in Appendix B hereto if they wish to adopt a 10b5-1 trading plan for the Company’s securities.
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4.10 Trading in securities of other companies
This Policy is not restricted to information affecting the Company’s securities. You may obtain material information about other companies in the course of your work for the Company. As such, this Policy and the guidelines set out herein also apply to undisclosed material information about other companies or entities with which we do business, including but not limited to joint venture partners or service providers, customers, partners, vendors and suppliers of the Company, as well as potential take-over bid, merger or acquisition candidates (collectively, “business counterparties”), when that information is obtained in the course of employment with or providing services to or on behalf of the Company.
Criminal and civil penalties, and termination of your relationship with the Company may result from trading in the securities of, or tipping or recommending trades in relation to, any business counterparty when in possession of undisclosed material information about that business counterparty. Undisclosed material information about the Company’s business counterparties should be treated in the same way and with the same care as information related directly to the Company.
4.11 Confidentiality
You must maintain the confidentiality of the Company’s non-public information. In the event you receive any inquiry or request for information (particularly financial results and/or projections, and including any inquiry or request to affirm or deny information about the Company), from any person or entity outside the Company, such as a stock analyst, and it is not part of your regular corporate duties to respond to such inquiry or request, the inquiry should be referred to Investor Relations, which will determine whether such inquiry should also be forwarded to the Compliance Officers.
4.12 Policy awareness and consequences for violation
Copies of this Policy will be made available to directors, officers, employees, consultants and contractors, either directly or by posting the Policy on the Company’s website, and such individuals will be informed whenever significant changes are made.
Insider trading and tipping are serious offences and the consequences can be severe. Company directors, officers, employees, contractors or consultants who violate this Policy will be subject to disciplinary action by the Company, including possible termination of their relationship with the Company. This is in addition to facing significant fines and penalties and/or imprisonment. You should carefully consider how your trading activities may be construed by enforcement authorities who have the benefit of hindsight. Remedies available to the United States government or private plaintiffs under the securities laws in the United States include:
| ● | administrative sanctions; | |
| ● | civil injunctions; | |
| ● | damage awards to private plaintiffs; | |
| ● | disgorgement of all profits; |
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| ● | civil fines for the violator of up to three times the amount of profit gained or loss avoided; | |
| ● | civil fines for the employer or other controlling person of a violator (i.e., where the violator is an employee or other controlled person) of up to the greater of US$1,000,000 or three times the amount of profit gained or loss avoided by the violator; | |
| ● | criminal fines for individual violators of up to US$5,000,000 (US$25,000,000 for an entity); and | |
| ● | prison sentences of up to 20 years. |
Insiders may also be liable for improper transactions by any person (commonly referred to as a “tippee”) to whom they have disclosed undisclosed material information regarding the Company or to whom they have made recommendations or expressed opinions on the basis of such information. Large penalties have been imposed even when the disclosing person did not profit from the trading.
Further, any such activities (or even an accusation of securities law violations) may not only result in significant consequences for you, but could also be very damaging to the Company’s reputation and its relationships with its business counterparties, and may expose it to liability.
The Compliance Officers may, from time to time, permit departures from this Policy and no provision contained herein is intended to give rise to civil liability to securityholders of the Company or other liability whatsoever.
4.13 Post-Termination Transactions
The restrictions set out in this Policy continue to apply even after termination of employment or service with the Company. If you are in possession of material non-public information when your employment or service terminates, you may not trade in the Company’s securities (or another company’s securities, as described in this Policy) until such information has become public for one (1) full trading day or is no longer material. If your employment or service terminates during a quarterly Blackout Period or a special Blackout Period, you will continue to be subject to the Blackout Period until its end date, unless otherwise determined by the Compliance Officers.
4.14 Review of the Policy
This Policy will be reviewed periodically by the Company in order to ensure that it continues to comply with applicable laws and good corporate governance practices.
This Policy may be amended at any time at the discretion of the Company’s Compliance Officers.
4.15 Questions
If you have questions about general insider trading matters, any part of this Policy or your responsibilities under this Policy, please contact the Compliance Officers of the Company.
4.16 Acknowledgment
You must confirm your understanding of, and intent to comply with, this Policy by completing, executing and returning to the Compliance Officers of the Company the form provided in Appendix C hereto.
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APPENDIX A
PERSONS AND COMPANIES IN A SPECIAL RELATIONSHIP WITH THE COMPANY
Under applicable securities laws, persons considered to be in a “special relationship” with the Company include:
(a) all directors, officers and employees of the Company;
(b) all directors, officers and employees of any subsidiary or consolidated affiliated entity of the Company;
(c) any person or company who beneficially owns, controls or directs more than 10% of the ordinary shares of the Company;
(d) every director or officer of a company referred to in (c);
(e) a person or company that is: (i) considering or evaluating whether or proposing to make a takeover bid for the shares of the Company; or (ii) considering or evaluating whether or proposing to become a party to a reorganization, amalgamation, merger, arrangement, or other business combination with the Company; or (iii) considering or evaluating whether or proposing to acquire a substantial portion of the Company’s property; (each of (i), (ii), or (iii) is herein referred to as a “Merger Partner”), and every director, officer or employee of a Merger Partner and any person who beneficially owns, controls or directs more than 10% of the voting shares of the Merger Partner;
(f)
a person or company (such as lawyers, accountants, engineers, and other advisers or consultants) that is engaging in or considering or
evaluating whether or proposing to engage in any business or professional activity with or on behalf of the Company or a Merger Partner,
and every director, officer or employee thereof;
(g) a person or company that learns of undisclosed material information while the person or company was any of the persons or companies described in (a) through (f) above; and
(h) a person or company that learns of undisclosed material information with respect to the Company (a “tippee”) from any other person or company in a special relationship with the Company (a “tipper”) where the tippee knows or ought reasonably to have known that the tipper is in a special relationship with the Company. This includes a “tippee” who is tipped by a previous “tippee”.
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APPENDIX B
RULE 10B5-1 TRADING PLAN GUIDELINES
Set forth below are guidelines for any Rule 10b5-1 trading plan covering the Company’s securities proposed to be adopted by persons to whom the Company’s Insider Trading Policy (the “Policy”) applies. In addition to the Policy and these guidelines, all 10b5-1 trading plans, as well as amendments, modifications or terminations of those plans, must comply with Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For the purposes of these guidelines, “Section 16 Officers” refers to personnel that would be deemed to be an “officer” in accordance with Rule 16a-1(f) promulgated under the Exchange Act.
(1) Participants. The Company’s directors and Section 16 Officers are encouraged to adopt a 10b5-1 trading plan to govern all trades they make involving the Company’s securities. Other employees are not expected to set up 10b5-1 trading plans but if they wish to do so they should arrange with their own brokers, and seek prior written approval from the Compliance Officers.
(2) Plan Adoption and Approval. The 10b5-1 trading plan must be in writing and signed by the person establishing the plan. The Company will keep a copy of each 10b5-1 trading plan. The Compliance Officers must pre-approve, in writing, each 10b5-1 trading plan, including any amendment, modification or termination. Participants must enter into a plan in good faith and not as part of a plan or scheme to evade the prohibitions of Section 10(b) of the Exchange Act or Rules 10b-5 or 10b5-1 thereunder.
(3) Representations. Each 10b5-1 trading plan, including any Material Modification (as defined below) of a 10b5-1 trading plan, must include a representation by the participant certifying that he or she (A) at the time of adoption, (i) is not aware of any material non-public information about the Company or its securities; and (ii) is adopting the 10b5-1 trading plan or Material Modification of such plan in good faith and not as part of a plan or scheme to evade the prohibitions of Section 10(b) of the Exchange Act or Rules 10b-5 or 10b5-1 thereunder; and (B) will at all times act in good faith with respect to the 10b5-1 trading plan, including any amendments, modifications or terminations thereof.
(4) Timing and Term of a Plan. A participant can only set up a 10b5-1 trading plan when the participant does not possess material non-public information about the Company. In addition, participants may only adopt a trading plan during an open trading window (as prescribed under the Policy) and at a time when the participant is not otherwise subject to any trading restrictions imposed by the Company. At the time of adoption, each 10b5-1 trading plan must have an expected term of at least 12 months but no longer than 24 months, unless otherwise approved by the General Counsel or an individual designated by the General Counsel. That said, 10b5-1 trading plans may provide for early termination at any time after 90 days following the day on which the participant is no longer a director, officer or employee of the Company, provided that the participant no longer possesses any material non-public information about the Company.
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(5) Timing of a Plan Amendment or Modification. All amendments or modifications of a 10b5-1 trading plan must be pre-approved by the General Counsel or an individual designated by the General Counsel. Each 10b5-1 trading plan may be amended or modified by a participant to change the amount, price or timing of the purchase, sale or gifting of the securities underlying the 10b5-1 trading plan, including to amend or change a written formula or algorithm, or computer program that affects the amount, price, or timing of the purchase, sale or gifting of such securities (a “Material Modification”), only when the participant does not possess material non-public information about the Company. In addition, participants may only enter into a Material Modification during an open trading window (as prescribed under the Policy) and at a time when the participant is not otherwise subject to any trading restrictions imposed by the Company. All Material Modifications will be considered a termination of the original plan and an adoption of a new 10b5-1 plan, triggering a new Cooling-Off Period, as described below in Section 7 under “Delayed Effectiveness of First Trade”. A 10b5-1 Plan may not be amended or modified more than once in any 12-month period. Administrative changes to a 10b5-1 plan that do not affect the price, number or timing of a purchase, sale or gifting (or any written formula or algorithm, or computer program that affects the amount, price, or timing of a purchase, sale or gifting), such as adjustments for a stock split, will not be deemed a termination that triggers a new cooling-off period.
(6) Termination. Each 10b5-1 trading plan may be terminated prior to expiration in accordance with its terms at any time, provided that such termination must be pre-approved by the General Counsel or an individual designated by the General Counsel. Participants are discouraged from terminating a 10b5-1 trading plan while in possession of material non-public information. In addition, participants are discouraged from terminating a 10b5-1 trading plan during a trading blackout period (as prescribed under the Policy) or when such participants are subject to other trading restrictions imposed by the Company. If a participant terminates his or her 10b5-1 trading plan early after obtaining such approval, he or she may not trade in the Company’s securities until 30 days after the date of termination or, if the day immediately following this 30-day period falls during a blackout period, after the end of that blackout period. This 30-day restriction does not apply to 10b5-1 trading plans that expire by their own terms (e.g., pursuant to the expiration date or where all shares included in the plan have been sold).
(7) Delayed Effectiveness of First Trade. The first trade under a 10b5-1 trading plan cannot occur until the expiration of the applicable waiting period (the “Cooling-Off Period”) as follows: (i) if the participant is a director or Section 16 Officer of the Company, the later of (A) 90 days following the adoption of the Rule 10b5-1 trading plan or (B) two business days following the disclosure of the Company’s financial results in a Form 6-K or Form 20-F covering the fiscal quarter in which the plan was adopted (subject to a maximum of 120 days after adoption of the plan), and (ii) for all other participants, at least 30 days. Following a Material Modification of a 10b5-1 trading plan, trades under the plan must not take place until the expiration of the applicable Cooling-Off Period measured from the date of the Material Modification.
(8) Relationships with Plan Broker; No Subsequent Influence. If the 10b5-1 trading plan allows a broker discretion regarding the details of trading (e.g., timing, share amounts), the participant cannot communicate any material non-public information about the Company to the broker, or attempt to influence how, when and whether the broker exercises its discretion.
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(9) Plan Specifications; Single-Trade Plans. The 10b5-1 trading plan must specify the amount of stock to be purchased, sold or gifted, or specify or set an objective formula for determining the amount of stock to be traded. Transaction types such as market, limit and VWAP orders are allowed. Each 10b5-1 trading plan should specify the timing of trading or allow for the broker to exercise its discretion regarding the timing of trading. Other than 10b5-1 trading plans providing for nondiscretionary sell-to-cover transactions to satisfy tax withholding obligations arising exclusively from the vesting of a compensatory award, such as restricted stock or restricted stock unit awards (“Eligible Sell-to-Cover Plans”), 10b5-1 trading plans that are designed to effect the open-market purchase or sale or gifting of Company securities as a single trade may only be entered into once every 12-month period.
(10) Other Trades. Except as may be pre-approved by the General Counsel or an individual designated by the General Counsel, no participant entering into a 10b5-1 trading plan may make open-market purchases or sales or gifting of the Company’s securities while a 10b5-1 trading plan is in effect other than in connection with sell-to-cover transactions to satisfy tax withholding obligations arising exclusively from the vesting of a compensatory award, such as restricted stock or restricted stock unit awards, which shall be sold in compliance with applicable U.S. securities laws.
(11) Only One Plan in Effect at Any Time. A participant may have only one 10b5-1 trading plan in effect at any time. A series of separate contracts with different broker-dealers to execute trades pursuant to a single 10b5-1 trading plan will be treated as a single plan. However, a participant may adopt an additional 10b5-1 trading plan if trading under the later-commencing plan is not authorized to begin until after all trades under the earlier-commencing plan are completed or expire without execution. However, if the first plan is terminated early, the first trade under the later-commencing plan must not be scheduled to occur until expiration of the applicable Cooling-Off Period measured from the date of termination of the first plan. This restriction on overlapping plans does not apply to Eligible Sell-to-Cover Plans, provided that the participant is not permitted to exercise control over the timing of the sales under such plans.
(12) No Hedging. Participants subject to the Policy are prohibited from engaging in any hedging or similar transactions designed to decrease the risks associated with holding the Company’s securities. Likewise, before adopting a 10b5-1 trading plan, the participant must not have entered into a transaction or position that has yet to settle with respect to the securities subject to the 10b5-1 trading plan. The participant must also agree not to enter into any such transaction while the 10b5-1 trading plan is in effect.
(13) Mandatory Suspension or Termination. Each 10b5-1 trading plan must suspend trades or terminate if legal, regulatory or contractual restrictions are imposed on the participant, or other events occur that would prohibit trades under such a plan. For example, trading would need to be suspended or the plan terminated if these guidelines were amended to preclude the particular sort of trade contemplated by the plan.
(14) Compliance with Rule 144. Each 10b5-1 trading plan must provide for specific procedures to comply with Rule 144 under the Securities Act, including the filing of Forms 144, when and if applicable, including the disclosure of the adoption date of a Rule 10b5-1 plan that is applicable to the planned sale reported on the Form 144. If you need additional information on Rule 144 and Form 144, please contact the Compliance Officers.
(15) Company Not Party to the Plan. The 10b5-1 trading plan must not have the Company as party to the plan.
(16) Exceptions; Waivers. Any exception to or waiver of these guidelines must be pre-approved by the General Counsel or an individual designated by the General Counsel, or in the event that the General Counsel is seeking such exception to or waiver of these guidelines, such request must be pre-approved by the Company’s Chief Financial Officer.
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APPENDIX C
CERTIFICATION OF COMPLIANCE
TO: Compliance Officers
FROM: ___________________________
RE: STATEMENT OF POLICIES OF BASEL MEDICAL GROUP LTD GOVERNING MATERIAL NON-PUBLIC INFORMATION AND THE PREVENTION OF INSIDER TRADING
I have received, reviewed, and understand the policies set forth in the above-referenced Statement of Policies (such policies, as from time to time amended, the “Policy”) and hereby undertake, as a condition to my present and continued employment at or association with Basel Medical Group Ltd or any of its subsidiaries or affiliated entities, to comply fully with the Policy.
I hereby certify that I have adhered to the Policy during the time period that I have been employed by or associated with Basel Medical Group Ltd or any of its subsidiaries or affiliated entities.
I agree to adhere to the Policies in the future.
Signature:
Name:
ID Card Number :
Title:
Date:
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Exhibit 12.1
Certification by the Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Darren Yen Feng Chhoa, Chief Executive Officer of Basel Medical Group Ltd (the “Company”), certify that:
1. I have reviewed this annual report on Form 20-F of the Company;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the Company and have:
a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
| Dated: March 13, 2026 | ||
| By: | /s/ Darren Yen Feng Chhoa | |
| Name: | Dr. Darren Yen Feng Chhoa | |
| Title: | Chief Executive Officer | |
Exhibit 12.2
Certification by the Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Jianing Lu, Chief Financial Officer of Basel Medical Group Ltd (the “Company”), certify that:
1. I have reviewed this annual report on Form 20-F of the Company;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the Company and have:
a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
| Dated: March 13, 2026 | ||
| By: | /s/ Jianing Lu | |
| Name: | Jianing Lu | |
| Title: | Chief Financial Officer | |
Exhibit 13.1
Certification by the Principal Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Darren Yen Feng Chhoa, Chief Executive Officer of Basel Medical Group Ltd (the “Company”), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
a. the Company’s annual report on Form 20-F for the fiscal year ended June 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
b. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.
| Dated: March 13, 2026 | ||
| By: | /s/ Darren Yen Feng Chhoa | |
| Name: | Dr. Darren Yen Feng Chhoa | |
| Title: | Chief Executive Officer | |
Exhibit 13.2
Certification by the Principal Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Jianing Lu, Chief Financial Officer of Basel Medical Group Ltd (the “Company”), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
a. the Company’s annual report on Form 20-F for the fiscal year ended June 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
b. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.
| Dated: March 13, 2026 | ||
| By: | /s/ Jianing Lu | |
| Name: | Jianing Lu | |
| Title: | Chief Financial Officer | |
Exhibit 97.1
BASEL MEDICAL GROUP LTD
CLAWBACK POLICY
The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Basel Medical Group Ltd (the “Company”) believes that it is appropriate for the Company to adopt this Clawback Policy (the “Policy”) to be applied to the Executive Officers of the Company and adopts this Policy to be effective as of the Effective Date.
| 1. | Definitions |
For purposes of this Policy, the following definitions shall apply:
| a) | “Company Group” means the Company and each of its subsidiaries or consolidated affiliated entities, as applicable. |
| b) | “Covered Compensation” means any Incentive-Based Compensation granted, vested or paid to a person who served as an Executive Officer at any time during the performance period for the Incentive-Based Compensation and that was Received (i) on or after Effective Date (the effective date of the Nasdaq listing standards), (ii) after the person became an Executive Officer, and (iii) at a time that the Company had a class of securities listed on a national securities exchange or a national securities association such as Nasdaq. |
| c) | “Effective Date” means the date of listing of the Company’s ordinary shares on Nasdaq. |
| d) | “Erroneously Awarded Compensation” means the amount of Covered Compensation granted, vested or paid to a person during the fiscal period when the applicable Financial Reporting Measure relating to such Covered Compensation was attained that exceeds the amount of Covered Compensation that otherwise would have been granted, vested or paid to the person had such amount been determined based on the applicable Restatement, computed without regard to any taxes paid (i.e., on a pre-tax basis). For Covered Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in a Restatement, the Committee will determine the amount of such Covered Compensation that constitutes Erroneously Awarded Compensation, if any, based on a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Covered Compensation was granted, vested or paid and the Committee shall maintain documentation of such determination and provide such documentation to Nasdaq. |
| e) | “Exchange Act” means the U.S. Securities Exchange Act of 1934. |
| f) | “Executive Officer” means the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person (whether or not an officer or employee of the Company) who performs similar policy-making functions for the Company. “Policy-making function” does not include policy-making functions that are not significant. Both current and former Executive Officers are subject to the Policy in accordance with its terms. | |
| g) | “Financial Reporting Measure” means (i) any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures and may consist of IFRS/U.S. GAAP or non-IFRS/non-U.S. GAAP financial measures (as defined under Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Exchange Act), (ii) stock price or (iii) total shareholder return. Financial Reporting Measures need not be presented within the Company’s financial statements or included in a filing with the SEC. |
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| h) | “Home Country” means the Company’s jurisdiction of incorporation, i.e., the British Virgin Islands. |
| i) | “Incentive-Based Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure. |
| j) | “Lookback Period” means the three completed fiscal years (plus any transition period of less than nine months that is within or immediately following the three completed fiscal years and that results from a change in the Company’s fiscal year) immediately preceding the date on which the Company is required to prepare a Restatement for a given reporting period, with such date being the earlier of: (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare a Restatement. Recovery of any Erroneously Awarded Compensation under the Policy is not dependent on whether or when the Restatement is actually filed. |
| k) | “Nasdaq” means the Nasdaq Stock Market. |
| l) | “Received”: Incentive-Based Compensation is deemed “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in or otherwise relating to the Incentive-Based Compensation award is attained, even if the grant, vesting or payment of the Incentive-Based Compensation occurs after the end of that period. |
| m) | “Restatement” means a required accounting restatement of any Company financial statement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including (i) to correct an error in previously issued financial statements that is material to the previously issued financial statements (commonly referred to as a “Big R” restatement) or (ii) to correct an error in previously issued financial statements that is not material to the previously issued financial statements but that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (commonly referred to as a “little r” restatement). Changes to the Company’s financial statements that do not represent error corrections under the then-current relevant accounting standards will not constitute Restatements. Recovery of any Erroneously Awarded Compensation under the Policy is not dependent on fraud or misconduct by any person in connection with the Restatement. | |
| n) | “SEC” means the U.S. Securities and Exchange Commission. |
| 2. | Recovery of Erroneously Awarded Compensation |
In the event of a Restatement, any Erroneously Awarded Compensation Received during the Lookback Period prior to the Restatement (a) that is then-outstanding but has not yet been paid shall be automatically and immediately forfeited and (b) that has been paid to any person shall be subject to reasonably prompt repayment to the Company Group in accordance with Section 3 of this Policy. The Committee must pursue (and shall not have the discretion to waive) the forfeiture and/or repayment of such Erroneously Awarded Compensation in accordance with Section 3 of this Policy, except as provided below.
Notwithstanding the foregoing, the Committee (or, if the Committee is not a committee of the Board responsible for the Company’s executive compensation decisions and composed entirely of independent directors, a majority of the independent directors serving on the Board) may determine not to pursue the forfeiture and/or recovery of Erroneously Awarded Compensation from any person if the Committee determines that such forfeiture and/or recovery would be impracticable due to any of the following circumstances: (i) the direct expense paid to a third party (for example, reasonable legal expenses and consulting fees) to assist in enforcing the Policy would exceed the amount to be recovered, including the costs that could be incurred if pursuing such recovery would violate local laws other than the Company’s Home Country laws (following reasonable attempts by the Company Group to recover such Erroneously Awarded Compensation, the documentation of such attempts, and the provision of such documentation to Nasdaq), (ii) pursuing such recovery would violate the Company’s Home Country laws adopted prior to the Effective Date (provided that the Company obtains an opinion of Home Country counsel acceptable to Nasdaq that recovery would result in such a violation and provides such opinion to Nasdaq), or (iii) recovery would likely cause any otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company Group, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
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| 3. | Means of Repayment |
In the event that the Committee determines that any person shall repay any Erroneously Awarded Compensation, the Committee shall provide written notice to such person by email or certified mail to the physical address on file with the Company Group for such person, and the person shall satisfy such repayment in a manner and on such terms as required by the Committee, and the Company Group shall be entitled to set off the repayment amount against any amount owed to the person by the Company Group, to require the forfeiture of any award granted by the Company Group to the person, or to take any and all necessary actions to reasonably promptly recover the repayment amount from the person, in each case, to the fullest extent permitted under applicable law, including without limitation, Section 409A of the U.S. Internal Revenue Code and the regulations and guidance thereunder. If the Committee does not specify a repayment timing in the written notice described above, the applicable person shall be required to repay the Erroneously Awarded Compensation to the Company Group by wire, cash, cashier’s check or other means as agreed by the Committee no later than thirty (30) days after receipt of such notice.
| 4. | No Indemnification |
No person shall be indemnified, insured or reimbursed by the Company Group in respect of any loss of compensation by such person in accordance with this Policy, nor shall any person receive any advancement of expenses for disputes related to any loss of compensation by such person in accordance with this Policy, and no person shall be paid or reimbursed by the Company Group for any premiums paid by such person for any third-party insurance policy covering potential recovery obligations under this Policy. For this purpose, “indemnification” includes any modification to current compensation arrangements or other means that would amount to de facto indemnification (for example, providing the person a new cash award which would be cancelled to effect the recovery of any Erroneously Awarded Compensation). In no event shall the Company Group be required to award any person an additional payment if any Restatement would result in a higher incentive compensation payment.
| 5. | Miscellaneous |
This Policy generally will be administered and interpreted by the Committee, provided that the Board may, from time to time, exercise discretion to administer and interpret this Policy, in which case, all references herein to “Committee” shall be deemed to refer to the Board. Any determination by the Committee with respect to this Policy shall be final, conclusive and binding on all interested parties. Any discretionary determinations of the Committee under this Policy, if any, need not be uniform with respect to all persons, and may be made selectively amongst persons, whether or not such persons are similarly situated.
This Policy is intended to satisfy the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as it may be amended from time to time, and any related rules or regulations promulgated by the SEC or the Nasdaq, including any additional or new requirements that become effective after the Effective Date which upon effectiveness shall be deemed to automatically amend this Policy to the extent necessary to comply with such additional or new requirements.
The provisions in this Policy are intended to be applied to the fullest extent of the law. To the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to applicable law. The invalidity or unenforceability of any provision of this Policy shall not affect the validity or enforceability of any other provision of this Policy. Recovery of Erroneously Awarded Compensation under this Policy is not dependent upon the Company Group satisfying any conditions in this Policy, including any requirements to provide applicable documentation to the Nasdaq.
The rights of the Company Group under this Policy to seek forfeiture or reimbursement are in addition to, and not in lieu of, any rights of recovery, or remedies or rights other than recovery, that may be available to the Company Group pursuant to the terms of any law, government regulation or stock exchange listing requirement or any other policy, code of conduct, employee handbook, employment agreement, equity award agreement, or other plan or agreement of the Company Group.
| 6. | Amendment and Termination |
To the extent permitted by, and in a manner consistent with applicable law, including SEC and Nasdaq rules, the Committee may terminate, suspend or amend this Policy at any time in its discretion.
| 7. | Successors |
This Policy shall be binding and enforceable against all persons and their respective beneficiaries, heirs, executors, administrators or other legal representatives with respect to any Covered Compensation granted, vested or paid to or administered by such persons or entities.
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